Ultimate Fairy
by Ultimate10
Summary: Ben Tennyson has found himself in another universe, one filled with magic he never imagined. While there he befriends a group of wizards and joins their guild called, Fairy Tail. Now, if only people would stop saying the Omnitrix uses magic. Note: this story was adopted from The Incredible Muffin. Ch.7 and beyond is my work. Ch.9 & 10 Rewritten. Ben/Erza
1. Not in Bellwood Anymore, Pt 1

**A/N: Hello everyone! My name's Ultimate10, my real name is confidential obviously. I have decided to take the reins with **_**The Incredible Muffin**_**'s story, **_**"Ultimate Fairy"**_**. I was really enjoying it and I was appalled when he told me dozens of people were sending him hate mail and death threats, and added to the fact that he thought the quality wasn't good; it prompted him to quit writing it. It was a bummer and like most of you I was super ticked off at those cowardly trolls. **

**Well, not to worry folks, if those trolls come back and threaten me, I can guarantee it won't stop me. Those idiots flames and threats are nothing and don't intimidate me in the least. **

**Anyways, I have three announcements to make before I continue with this story. **

**Ben's Ultimatrix will be replaced with the new Omnitrix from Omniverse; however, it will have the Evolutionary Function like the Ultimatrix does. One of the few things I do like about Omniverse is the watch's design, but I dislike the fact that he can't go Ultimate anymore. I call that a serious downgrade! **

**The pairing will indeed be Erza and Ben later on after an appropriate amount of time. FYI, I'm doing this pairing based off the poll results **_**Muffin**_** had. **

**Unlike **_**Muffin**_**, I won't be having any disclaimers with funny stuff after it. I just get right to the story. Hope that's okay with everybody. **

**Like with **_**Muffin**_**, this story will be more of an endurance run than a race, so don't expect quick updates all the time. Chapter 1-6 is all **_**The Incredible Muffin**_**'s original work with the exception of some editing here and there. Chapter seven and beyond is all me. **_**Muffin**_** if you're reading this, just know this is a tribute to you! **

**Now on with the show! **

…

**Ultimate Fairy**

**Chapter 1: Not in Bellwood Anymore**

**Part I**

…

The life of a superhero is filled with danger, adventure and excitement; eighteen-year-old Ben Tennyson, however, was having none of that today. In fact, he hadn't done any heroic work in months! At the moment, the most dangerous thing that could happen to him was getting brain-freeze from the smoothie he was drinking.

The situation on his homeworld had changed drastically in recent months; things had finally calmed down not only on Earth, but throughout most of the universe. The Galvan had given the Plumbers, an intergalactic police force, powerful technologies that allowed them to combat threats that had previously required Ben's help.

Ben was mature enough to know that that was a good thing; there was peace, crime was down, and life was good. Still, a part of him missed turning into an alien every day and fighting some criminal or giant monster. He didn't do any of his heroics for the fame, at least, not anymore; now, he just missed the feeling of helping people.

He still possessed his new Omnitrix that Azmuth gave him after he defeated Diagon; thankfully, this new Omnitrix came with an Evolutionary Function so he could still go Ultimate when he needed to. He'd spent the last couple of years unlocking new aliens and even a couple of new Ultimates, but what good were they if he didn't even need them anymore?

As if in answer to his question, Ben's cell phone began to ring. The caller ID said it was his cousin, Gwen.

"Hey, Gwen, what's up?" he asked.

"_Ben, have you been watching the news?" _Gwen said, ignoring pleasantries.

Ben looked around. "Um, Gwen, I'm at Mr. Smoothy's right now."

"_Ugh, fine," _Gwen said, exasperated, _"just get over to Bellwood Tech; the Forever Knights are trying to take something from there!"_

"Finally!" Ben shot up and pumped his fist. "Er, sorry, I meant to say 'I'm on it'!"

"_Just hurry, Kevin and I won't get there in time!" _then Gwen hung up.

Grinning, Ben activated the Omnitrix; the holo-ring popped up, revealing a list of alien head icons that he could turn into. After selecting the one he wanted, the black faceplate slid back and he slammed down the core. In a flash of green light, he was replaced by a red manta-like creature.

"**Jetray!"** the alien yelled, and then took off into the air.

Jetray quickly made his way to the Bellwood College, where he saw several men in medieval armor pulling a large crate out of a building.

"All right," Jetray said to himself, "it's Hero Time!"

The alien dove forward, firing green neuroshock beams from his eyes, taking down a pair of Forever Knights. He landed in front of the others, and then slapped the circular dial with an hourglass design on his chest. In a flash of green light, he was replaced by a blue monkey with an extra pair of arms and two extra pairs of eyes; the Omnitrix dial was centered on his chest.

"**SPIDERMONKEY!"** the alien called out in a high-pitched voice, "Now then, you guys want to give up? Please say no; I need to work out some frustration."

The Knights didn't reply, save for yelling out battle-cries and charging with drawn swords. Using his superior agility, Spidermonkey easily avoided their attacks, and then proceeded to knock them unconscious with his fists, or tie them up with webbing shot from his tail. The Forever Knights had never been big threats, save for the fight against Diagon, so the battle was over fairly quickly.

Spidermonkey looked over the incapacitated forms of his enemies, and then slapped the Omnitrix dial, turning back into Ben, who then pulled out his cell phone.

"Gwen?" he said, once his cousin picked up, "I stopped them, and the thing they were stealing is safe." He heard Gwen sigh over the phone.

"_Great job, Ben; sorry we couldn't be there sooner, Kevin and I were on the other side of town."_

"_Tell Tennyson I want a blow-by-blow of the fight!" _Kevin Levin's voice came from the background.

"Tell Kevin I heard," Ben said, grinning, "and I will. Right now, though, I'm gonna find out what the Forever Knights were after." With that, he hung up and turned to see a middle-aged man in a white lab coat, trim beard and glasses running towards the crate that the Knights had been dragging.

"Oh, thank you, Mr. Tennyson!" the man exclaimed, shaking Ben's hand, "The thought of what these thugs could do if they misused my device…"

"No problem, dude," Ben said nonchalantly, "the Forever Knights aren't that tough."

"Still, you have my thanks," the scientist said, "I'm Professor Emil Hamilton, by the way and, um; I don't suppose you could help me get my device back into the lab?"

Ben shrugged. "Sure, no problem." He activated the Omnitrix, cycling through the head icons until he found the one he wanted, and then slammed the dial down. In a flash of green light, he was replaced by a twelve-foot tall, muscular red alien with four arms and eyes, and dressed in black pants and a green sleeveless shirt with a black stripe going down the center. The Omnitrix dial was on a green and white belt strapped around his waist.

**"FOURARMS!"** he cried out in a deep, gravelly voice, then picked up the crate as if it weighed nothing.

"Please be careful!" Hamilton warned him, but it was unnecessary; Ben had spent a lot of time making sure that he didn't break anything when he was an alien, at least, not while he was in a fight. In a couple of minutes, the two had made it to the lab, where Fourarms placed the crate on the ground and, at Hamilton's instructions, opened it.

Inside was a silver cube, about four feet in all directions, with a socket of some kind on one side, a keyboard and screen on another, and what looked like solar panels on the top. Fourarms wasn't that impressed, as he turned back into Ben.

"So, what is it?" he asked.

"That," Hamilton said proudly, "is the Quantum Displacement Generator, or QDG. I designed it to prove the Multiverse Theory."

"The what?"

"The Multiverse Theory," Hamilton explained, "is the theory that there are an infinite number of universes in existence; some are almost identical to ours, save for the slightest detail, while some are so radically different that we might not be able to comprehend them. The QDG is a probe that will go to another universe to collect data, and hopefully return."

Now Ben knew what Hamilton was talking about; he'd actually been to another universe a couple of years ago, when he'd helped a guy named Rex Salazar to stop a monster made out of nanites. That had been an interesting day, but this scientist was going to try to visit other universes?

"Wait a sec," Ben said, "what do you mean 'hopefully' return?"

"Well, the device is untested," Hamilton admitted, "and I am still working on a method of getting the QDG to return to our own universe."

"I wonder what the Forever Knights would want with something like this." Ben wondered.

"I have no idea," Hamilton admitted, "but the energy-output of the QDG is considerable; perhaps they wanted to use it as some sort of weapon?"

"Well, it's out of their hands now," Ben said smugly, "and I'll make sure it stays that way."

"Thank you," Hamilton said gratefully, "but if you are going to keep the QDG safe, do you mind staying here while I run some diagnostics? I'd like to see if those thugs damaged the device."

Ben agreed, and found himself waiting as Hamilton hooked up a long cord to the socket on the QDG, and then connected it to a computer on the other side of the lab. As he was running his diagnostic, Ben circled the device, curiosity getting the better of him; it didn't look damaged, but he had no idea if it was delicate or not. For all he knew, it could be about to explode.

"Something's wrong!" Hamilton cried, "The device is active, but its power is fluctuating!"

Ben had been around enough fluctuating devices in his life to know what that meant.

"It's gonna blow! Get out now!"

Hamilton was closest to the door, easily making it out in just a few steps; Ben, however, was not so lucky. He had no time to either run out on his own, or turn into an alien that could help. The QDG exploded in a shower of white light, and Ben Tennyson vanished.

…

"Ugh, where am I?" Ben groaned, clutching his head as he got up. Instead of a laboratory, he found himself in a forest. It wasn't the weirdest setting Ben had found himself in, but it certainly was unexpected.

At first, Ben tried to see if he could call someone on his cell phone, but there was no connection. Then he remembered what Professor Hamilton had said about his device; it was meant to travel to different universes.

"Guess that explains what happened," Ben said to himself; somehow, the energy released from the device's explosion had cast him into an entirely different universe. This wasn't the first time he'd ended up in another universe, so he wasn't completely surprised. At least he wasn't bored anymore.

"Oh well, might as well see what's around." It was then that Ben heard a panting noise from behind him. He slowly turned around and saw a very large apelike creature, almost twenty feet tall, standing there, and it looked angry.

"Umm, I don't suppose you're friendly?" Ben asked weakly.

In response, the ape roared and tried to smash him with a massive fist, but Ben dived out of the way and activated the Omnitrix. He selected the first alien in the holo-ring and slammed down the dial when it came out. In a flash of green light, he became a twenty-foot-tall, brown and tan dinosaur.

"**Humungousaur!**" he roared.

The ape, confused by his prey's sudden transformation, didn't see the large fist that then connected with his face. The ape obviously wasn't used to its prey fighting back, and quickly retreated. Even though he was now out of danger, Humungousaur decided against changing back to normal, at least until he found a safe place. Since he had no idea where he was, and the forest looked exactly the same no matter where he faced, he randomly chose a direction and headed out.

Fortunately, he didn't travel far before he heard a voice call out. Cautiously, he moved near a small cluster of trees to see an unusual sight. In front of him was a crowd of humans that had surrounded a strange trio. The larger crowd was composed of men that had "thugs" written all over them; they had various medieval weapons, mostly swords and axes, and looked like they knew how to use them.

The trio they had surrounded, however, was really strange. First, there was a girl, probably around Ben's age, with long blond hair, a white, sleeveless shirt with a blue cross on the center, and a blue skirt. On her hip were a long whip and a key-ring, which held several gold and silver keys.

Another member of the trio was a young man, with pink, spiky hair, a scarf that kind of looked like scales, an open, sleeveless vest that revealed well-muscled arms and chest, and white, knee-length pants. Somehow, he had a ball of fire around his hand, but he wasn't being burned.

The last member of this strange group was a blue cat that stood on its hind legs and had a green knapsack on its back. It was currently flying at head-height, thanks to the white wings that sprouted from its back, and appeared to be armed with a large fish.

Currently, the three were in a loose triangle, facing outwards, and didn't seem too worried that they were outnumbered about twelve to one.

"All right, you punks," the guy with the pink hair said, "we'll give you one chance to give up, but it doesn't matter, even if you do; we still get paid to bring you in."

"Like you've got a chance against us!" one of the thugs sneered, "We're not gonna lose to a couple of kids and a cat!"

"You jerks must be used to robbing helpless travelers," said the girl, as she pulled out a golden key shaped like a battleaxe, "Otherwise, you'd know that fighting wizards is a bad idea!"

_Wizards? _Humungousaur thought, _what the heck? Am I in some weird fantasy universe? Oh well, now I know that the bigger group is the bad guys. _

"Take these punks down!" one of the thugs yelled, then charged with his sword ready to stab the pink-haired guy, who only grinned.

"Now I'm all fired up!" the fire around his fist grew as he punched forward, **"Fire Dragon Iron Fist!"**

As soon as the fist connected, the flame expanded and the blade shattered; the wielder was blown back into unconsciousness, a scorch-mark on his chest. Then the pink-haired guy seemed to take a deep breath, and his cheeks expanded much more than a human's should.

"**Fire Dragon Roar!"** a huge torrent of fire ripped out of his mouth, turning a dozen more guys into charred, semiconscious lumps. Seeing their numbers reduced by a third, a good portion of the remaining bandits went after the girl, who thrust her key forward.

"**Open, Gate of the Golden Bull: Taurus!" **a cloud of smoke appeared, and out of it jumped a ten-foot-tall humanoid cow-man, with black and white, splotched skin, a nose ring, cowbell, and black briefs. In his hands was a massive battleaxe.

"Okay, ya jerks!" the creature, Taurus, yelled, "Give the lady's rockin' body some roooom!" then he swung the axe, sending the closest bandits flying.

"Nice work, Taurus," the girl said, "now let's take down the rest!"

"Sure thing, Miss Lucy!" Taurus hefted his axe and charged.

It wasn't just the humans, and whatever Taurus was, that were fighting; the blue cat was flying around the area, smacking any unaware bandit on the head with his fish, including one who was about to stab the pink-haired guy in the back. The fire-user then gave the cat a thumbs-up.

"Thanks, Happy!"

The cat grinned. "Aye, sir!"

Humungousaur was watching the whole fight in slight amazement; he'd seen a lot of things over the years, but this was just awesome. These people kind of reminded him of himself; they were in the middle of a fight, but they seemed like they were enjoying themselves at the same time. Humungousaur was enjoying the show so much; he almost missed one man, dressed in leather armor and wearing a brown, hooded cloak, sneaking up behind the blond girl, Lucy, with a long dagger in his hand. None of the wizards saw him coming; if Humungousaur didn't do something, the girl might die!

The dinosaur-like alien crouched low then launched him towards the fighting with a roar; startled, the fighters all paused, including the would-be assassin, which was just what the Vaxasaurian wanted. He landed in front of the cloaked man and grabbed him in one giant hand; the man tried to stab him, but the blade broke against his tough hide. Humungousaur lifted him up to his face and roared, scaring him into unconsciousness, and then hurling him into a pack of his friends like a baseball, taking them all out at once.

By this point, most of the bandits were out cold, and the rest finally saw that the fight was lost, and surrendered. At first, the wizards were wary of the alien, but didn't attack him either, so that was a good sign.

"Relax," Humungousaur said, "I'm trying to help."

"That thing can talk!?" Lucy yelled in surprise.

"Yes, I can," Humungousaur said, amused; on his world, everyone knew who he was, so getting this sort of reaction was rare now. "And you're welcome; that guy was gonna stab you in the back."

"Oh," Lucy looked sheepish, but the pink-haired guy and the cat, Happy, looked relieved.

"That's a relief; Lucy is our friend, and you just saved her," the pink-haired wizard said, "Thanks for that, big guy. I'm Natsu Dragneel, and this is Happy; who are you?"

"Well, right now I go by Humungousaur, but," in a flash of green light, he turned back to normal, "my real name is Ben, Ben Tennyson."

The faces of the wizards and the cat were priceless, their jaws hanging low enough that they looked like they would fall off; Ben wouldn't know what Taurus' expression was, because as soon as the fight was over, he disappeared. Ben looked around, a small smile on his face.

"So," he said, "I don't suppose that anyone can tell me where I am?"

…

**Professor Emil Hamilton is owned by DC Comics. Just thought I'd get that out there for people who don't watch any DC stuff. **

**A couple more things I should say, yes, Four Arm's outfit is the one in Omniverse. Other forms will have the Omniverse outfits too. Two, the new Omnitrix has an hour's worth of transformations. If Ben transforms back to human before his time limit is up, it only requires a few seconds to recharge. If not, then it takes five minutes before it fully recharges. **

**Next chapter: Ben meets the rest of Fairy Tail, makes some friends and tries not to kill a certain Dragon Slayer.**


	2. Not in Bellwood Anymore, Pt 2

**Ultimate Fairy**

**Chapter 2: Not in Bellwood Anymore**

**Part II**

…

"So," said Ben Tennyson, "I don't suppose that anyone can tell me where I am?"

The two humans and the cat were astounded; they had thought that the massive reptile that had decided to attack the humans invading its territory. What they hadn't expected was for the creature to talk, and they were even more surprised when said reptile turned into a young human man, wearing jeans, a black t-shirt and a green jacket with the number 10 on it.

The blond girl, Lucy, was the first to recover her voice. "Um, you're in the country of Fiore, why?"

Ben shrugged, deciding not to say that he was from another universe; they might not believe him.

"Well, I'm lost, and I don't know where to go." That part was true enough.

"Wait," the pink-haired wizard, Natsu, said, "you don't know where your own home is?"

Ben laughed. "Believe it or not, I don't."

"Do you think we should take him back to the Guild with us?" the blue cat, Happy, asked.

"I'm sure Gramps would let him stay," Natsu answered, "after all, he did just help us."

"Since you don't know where to go," Lucy said to Ben, "would you like to come with us?"

Ben thought about it for a moment; he really had no idea how to get back to his own universe, and he could be here a while. It might be a good idea to find a place to stay, at least until he could get home; besides, he might have some fun here.

"Sure," he finally said, "and thanks; when do we head out?"

"As soon as we hand these guys to the guards waiting at the train station," Lucy said, gesturing to the unconscious bandits they'd fought earlier, "Then we'll take a train back to Magnolia and the Guild Hall."

"That's a lot of guys," Ben commented, looking at the bandits, "mind if I help out again?" The trio grinned.

"Sure," Natsu said, "I wanna see you turn into that big lizard-guy again!"

"Sorry," Ben said, pressing the Omnitrix faceplate, "I've got someone else in mind." Finding the alien icon he wanted, he waited for the faceplate to slide back, allowing him to slam down the dial and disappear in a flash of green light. In his place stood a large, orange crab with a very big head.

"**BRAINSTORM!"** he cried out in a British accent.

"Oh, wow!" Happy had stars in his eyes, as well as a thin line of drool coming out of his mouth. "He's a giant crab, just like the one you have, Lucy!"

"Cancer looks nothing like that, you stupid cat!" Lucy yelled.

"Hmm," Brainstorm, rubbing the bottom of his jaw with one pincer, "it will require a considerable amount of concentration to deliver all of these reprobates to the proper authorities; one moment, please."

The plates on top of Brainstorm's head opened up, exposing his brain, causing Natsu, Lucy and Happy to turn slightly green. Then, a large web of electricity sprang forth, wrapping up and lifting the unconscious bandits into the air.

"He's a crab with… lightning powers?" Natsu asked, confused, "That makes no sense."

"A crustacean with electrokinetic abilities is just as strange as a human with pyrokinetic talents." Brainstorm retorted, though his voice sounded strained, "Now, let us make haste; this action is quite taxing."

"Hey, I'm a Fire Dragon Slayer!" Natsu yelled, "I don't have pyro-whatever! Is that some kinda disease!?"

"It means you shoot fire, Natsu," Happy explained.

"Oh," Natsu said, "well why didn't he just say that!?"

"He did," both Happy and Lucy deadpanned.

Since he had no idea where he was going, Brainstorm followed the trio to the edge of the forest; fortunately, it was only a few minutes' worth of walking. Once they had the train station in sight, Brainstorm lowered the bandits to the ground and tapped the Omnitrix dial on his chest, turning back into Ben in a flash of green light. Ben took a deep breath, then rubbed his head.

"Are you okay?" Lucy asked.

"Yeah," Ben said tiredly, "it's just that using that much of Brainstorm's power can give me a bit of a headache, but I'll be fine."

"Then why did you drop these guys off here?" Natsu asked, "We still need to get these guys to the station."

"Well, have you ever seen a giant crab that could shoot lightning from his brain?" Ben reasoned; when the three shook their heads, he continued, "Then odds are that the guards haven't either, and I don't want to get attacked by anyone right now."

"That… kinda makes sense," Lucy said.

"Besides," Ben said, "I don't think the guards will care that much if they have to walk a few minutes to help drag a few criminals away, right?"

Sure enough, Ben was right; they had sent Happy to the station to request the help of the guards to take the bandits away, and they did so. They were more than pleased to take the criminals away, rather than do any of the fighting themselves, allowing the wizards, cat and superhero to take a relaxing walk to the station. Once they arrived, Lucy received a bag of money from a man in a suit, then rejoined the others, skipping along the way.

"Turns out the job had a bonus if nothing was destroyed," she said happily, "today just keeps getting better!"

"Yeah, great," Natsu said, looking uneasy as he sat next to Ben on a bench, waiting for a train.

"Something wrong?" Ben asked.

"Natsu hates all forms of transportation," Happy explained, as he chewed on a fish that he pulled from his knapsack, "He gets motion sickness really easily."

Before Ben could comment, a piercing whistle sounded, and the train pulled into the station. As they got inside a compartment, Ben turned to Lucy, who was sitting next to him.

"So, since I have no idea where we're going," he said, as the train began to move, "do you mind filling me in?"

"Well, we're wizards from the Fairy Tail Guild," Lucy explained, "and our Guild is the best ever!" she shouted the last part in an almost fan-girlish squeal.

"Okay, that's one answer," Ben said, "but let's pretend that I have no idea what a Guild is or what you wizards do; care to explain that?"

"How do you not know this?" Happy asked from his seat besides Natsu, "After all, you're a wizard, too."

This was a bit of a surprise for Ben; throughout his career, he'd been called many things. Monster, circus-freak, superhero and menace, to name a few; never had he been called a wizard before.

"Um, well," Ben scratched the back of his head, "the thing is… I don't use magic."

Lucy and Happy both jumped in shock; Natsu would have too, but he was currently leaning his head out of the train's window, depositing his lunch.

_His motion sickness must be _really _bad, _Ben thought, _we just started moving!_

"How is it that you can do that stuff if you're not using magic!?" Lucy demanded, "The only kind of people that can turn into creatures like that are Take-Over wizards!"

"Well, I'm not a wizard," Ben admitted, "and I never said I was." Ben quickly leaned out of the compartment, to see if anyone was listening in; seeing no one paying attention, but not wanting to take the chance, he whispered, "How about we talk about this when there aren't a whole bunch of people around?"

Lucy and Happy looked at each other, then nodded. Satisfied, Ben leaned back in his seat.

"Look, if I promise to tell you about what I can do later, can you tell me about the magic that you guys did? It was pretty cool."

Happy leaned close to Lucy. "Can we trust him? He says he doesn't use magic, but what if he's lying?"

"I _can _hear you, you know," Ben mumbled, but neither of them seemed to hear him.

"Let's give him a chance," Lucy said, "he helped us, after all." Then she turned to Ben. "Well, I'm a Celestial wizard; I can summon Celestial spirits that I've made a contract with, and they can help in battle, or other stuff."

"Like that Taurus guy?" Ben asked.

"Yeah, he's one of the Zodiac spirits, one of the most powerful types of spirit," Lucy said, glad that someone finally seemed to understand her magic, unlike most of her friends, "but I have others that aren't Zodiacs. Want me to show you?"

Ben shrugged. "Okay, sure."

Lucy smiled and took a silver key off of her key ring. **"Open, Gate of Canis Minor: Nikora!" **

With a sound like a bell, a golden bubble appeared, which then turned into a small… creature that landed on the floor of the compartment. It was white, and stood on two legs; it had a round head, small eyes, a goofy smile and a nose that looked kind of like an ice cream cone.

Ben stared at it for a moment, then at Lucy. "Um, I think you got a dud."

"It's supposed to look like that!" Lucy shouted, then picked up the creature and snuggled it. "Aren't you just the cutest, Plue?"

"Plue?" Ben echoed, "What kind of name is Plue? I thought it was called Nikora, or something?"

"That's just the species," Lucy explained, "I named this one Plue."

"Well, what about Natsu?" Ben asked, pointing at the wizard in question, who was sitting limply in his seat, "He said he was a Dragon Slayer; does that mean that he actually killed a dragon?"

"No," Happy explained, "but Dragon Slayer magic was created to fight dragons; actually, Natsu learned his magic from Igneel, a Fire Dragon that raised him."

"Whoa," Ben leaned back, impressed, "he was raised by a dragon? That's pretty cool… wait a second, why would a dragon teach someone to use magic to fight his own kind?"

"It's the only way for a human to learn dragon magic," Happy said, "but Natsu has never used it against a dragon."

"Because it would remind him of the dragon that raised him?" Ben guessed.

"No, because no one has seen a dragon in a long time," Happy answered, "One day, Igneel just left, and didn't even tell Natsu where he was going; Natsu has been looking for Igneel for a long time, and always chases rumors of dragon sightings."

Ben had to feel for Natsu; it must have been rough, having the person that raised him suddenly vanish, without as much as a goodbye.

The rest of the trip was uneventful, but it allowed them enough time for Ben to get a grasp on how the Guilds operated; they were places for wizards to get work, which usually involved helping people in some way, as well as giving those wizards a place to call home and people to call family. It sounded like a great idea to Ben, though he felt a little jealous that these wizards did essentially the same kind of work that he did, only they got paid.

Lucy also explained that she, Happy and Natsu were part of a team; wizards could get into smaller groups to take on more dangerous jobs, and split the rewards. There were two other members of this team, but they were currently at the Guild Hall. With those two, the group was actually known as Fairy Tail's strongest team.

Since they had told him so much, Ben figured it was okay to tell them a little about himself; mainly, what kind of powers his various transformations had. He didn't tell them that they were aliens, or that he was from another universe, but what he did tell them left the girl and the cat stunned. While Ben didn't know how powerful these wizards were, he apparently had a lot more variety than most; in this world, wizards seemed to specialize in only one type of magic, though they could learn a few spells outside of their specialties.

Boy, was the rest of Fairy Tail in for a surprise.

…

After an hour on the train, they finally arrived in Magnolia; as soon as Natsu got out of the train, he seemed to immediately recover, even shooting a small burst of flame out of his mouth, causing Lucy to smack him upside the head.

Ben looked around; the town resembled one from his world, albeit one from the 1920's. It wasn't that large, but it was pretty packed together; most of the buildings weren't taller than two or three stories, which made the enormous cathedral in the center of town even more impressive. The wizards didn't give Ben a tour, per se, but they pointed out things along the way to the Guild Hall.

The Guild Hall itself was situated a short distance away from the rest of the town, right next to the ocean; apparently, it also functioned as a port. The building was fairly tall, and shaped like a pagoda. The front had a large banner that had a silhouette of a fairy with a long tail; it was then that Ben realized that that same symbol was present on Natsu's shoulder, in red, and the back of Lucy's hand, in pink. Had these people gotten tattooed?

Ben was distracted by his musings, so he almost missed the trio enter the building; following quickly, he was nearly deafened by the noise. The Guild Hall looked more like a beer hall on the inside, and was filled with dozens of people laughing, shouting and drinking. Even so, it looked like everyone was having a great time.

"Natsu, Lucy, Happy," a sweet-sounding voice called out, "who did you bring with you?"

Ben turned to see a young woman walking towards them; she was a little on the short side, with long, flowing white hair with the bangs pinned up. She wore a red, sleeveless dress and had impressive… assets; Ben chose to be a gentleman and focused on her face, which was also quite pretty.

"This is Ben," Natsu told her, "He helped us out on our job, but he didn't have anywhere to go; he says he doesn't know where his home is."

"Oh dear, I'm sorry to hear that," the girl said sincerely, "well, I hope you can find your way home; until then, my name is Mirajane Strauss, and it's nice to meet you, Ben."

"Likewise," Ben said with a smile; this girl was really nice.

"Hey, Mira," Lucy said, using her friend's nickname, "do you know where the Master is?"

"Oh, he'll be here soon," Mirajane said, still smiling, "He's doing some paperwork for the Magic Council."

During the train ride, Lucy had explained to Ben how all of the Masters of the various Guilds reported to the Magic Council who, in turn, answered to the Fiore government. Usually, this just meant a lot of paperwork.

"Hey, there's Gray! Oh, Ben, Gray is one of the other members of our team," Lucy said, then waved to someone across the room. When that someone came closer, Ben got a closer look at him; he was a young man with dark hair, wearing black pants and a long, white coat.

"Hey, Lucy," the guy, Gray, said, "glad you're back; how'd the job go with only that hotheaded idiot for company?"

"Oh, come on," Lucy said, "Natsu isn't that bad and... Gray? Your clothes are gone again." Sure enough, save for a pair of boxers, Gray had stripped off all of his clothes and left them in a pile on the ground. Gray looked down at himself.

"Oh, crap!" he yelled, then went to put on his clothes.

_How the heck did he take his clothes off so fast? _Ben wondered, _and for that matter, how did he not know he was doing it?_

"That's Gray for you," a woman with brown hair, wearing a pair of brown pants and a bikini top, said as she walked up to Ben, "He's always taking off his clothes."

"Um, is that normal?" Ben asked.

The woman shrugged. "For him, it is; by the way, the name's Cana Alberona, nice to meet you."

"My name's Ben Tennyson, and…" whatever else Ben was going to say disappeared when Cana hefted a barrel that was almost as tall as she was and filled with what was presumably alcohol, then proceeded to chug the entire thing.

_There's a chance that everyone here is crazy, _Ben thought.

While all that had been going on, a few of the nearby wizards had gotten curious about the new arrival. One of them, a giant of a man with spiky white hair, stomped up to Ben, who had to look almost straight up to look at the guy's face. He had a stern expression and a long scar that started out of the corner of his right eye and went across his right cheek.

"So, this little guy helped you out?" he asked in a deep voice, "He doesn't look like much of a man."

Before Ben could say anything, Mirajane walked up to them. "Ben, this is my younger brother, Elfman; Elfman, Lucy told me that Ben saved her life."

Elfman seemed to soften when his sister spoke to him, but he still gave Ben a sharp look. "Is that true?"

"I just tried to help," Ben said modestly.

"A real man would be proud of his accomplishments!" Elfman exclaimed.

"I am proud of what I've done," Ben replied, "I just don't brag anymore."

It was true; Ben had been pretty bad a couple of years ago when his fame had gone to his head, and he acted like a jerk to most of his friends and family. Thankfully, he'd matured.

"What's this about someone saving Lucy's life?" a new voice asked. Ben turned to see a very, very small man standing behind him; the man was old, that was obvious, with wrinkled skin and thinning hair. He wore an orange and blue shirt and pants, and had a cane with a pink smiley-face at the top. The man held out his hand.

"I am Master Makarov, and if you saved the life of one of my children, then you have my deepest thanks."

"It was no big deal," Ben said, shaking the small man's hand, "Wait a second, Lucy is your daughter?"

Makarov laughed. "I consider every member of my Guild family, because that is what we are; a rowdy, crazy family, but a family nonetheless."

"Well then," Ben said, "I'm glad I could help out."

"Speaking of helping out," Lucy said to Makarov, "Master, Ben doesn't have a place to stay, and he has no idea where his home is; do you think we could help him?"

Makarov turned and thought about it for a moment. "Very well; Mira, could you please set up one of the storage rooms for Ben?"

"Of course, Master!" Mirajane smiled, then walked away; Makarov turned back to Ben.

"Now, I'll let you stay until you can get home, but I'd like to know exactly where you're from; I don't want to be guilty of harboring a spy from another country."

This was the moment of truth for Ben; how would these guys react to someone from another universe?

"Well, I can tell you where I'm from, but you all might want to sit down; it's a long story."

The wizards all found seats as Ben began his tale. First, he introduced the concept of other universes; some of the wizards grasped the concept, like Lucy, whose spirits actually came from another dimension, and Makarov, who was just smart. Other wizards, like Natsu, had to have it simplified; then Ben told them that he was actually _from _another universe, and that was the shocker for everyone. He explained that magic didn't exist in his universe, at least, not like here, and that everything came from science, instead.

Ben then went on to tell them how he came to this world, ending with his encounter with Natsu, Lucy and Happy.

For a minute, the wizards were stunned, before Makarov broke the silence.

"If you do not use magic, how did you turn into the creatures that you describe? These… aliens, you call them?"

Ben raised his left arm, sliding his jacket's sleeve back to reveal the Omnitrix. The wizards leaned in close to see the white and green, square shape wristwatch with green lines forming an hourglass shape over the black faceplate.

"It's called the Omnitrix," Ben explained, "and it lets me turn into every sentient species in my universe."

"How many can you turn into?" a petite girl with blue hair, named Levy, asked.

"Right now, I can turn into about seventy," Ben answered, much to the wizards' shock; Levy, however, noticed something.

"You can turn into seventy aliens right now? Does that mean that you can turn into more?"

Ben nodded. "Fully unlocked, the Omnitrix has the DNA of over a million aliens."

If the jaws of the wizards dropped any further, they would have fallen off their skulls.

Makarov recovered fastest once again. "How long have you had this device?"

"Well, I've had this one for two years now," Ben said, "but I started using the prototype Omnitrix, when I was ten years old."

"What!?" several wizards yelled at once.

"Yeah, I've been fighting bad guys and monsters since I was ten," Ben explained.

"Wow," Elfman said, then clapped Ben on the shoulder, sending him sprawling, "now _that's_ manly!"

"Thanks," Ben grunted as he got up, "but I'd like to be a man without broken bones, if you don't mind."

"So, Ben," asked Gray, "you said you could turn into these aliens, but what all can they do?"

Ben smirked as he answered, "I've got super-strength, super-speed, invulnerability, flight, regeneration, and elemental powers… the list goes on and on."

"No way…" Gray whispered; if he was even half-true, that meant that Ben was probably one of the most powerful people in the building. Of course, this immediately got Natsu excited.

"Hey, Ben, wanna fight?" most of the wizards face-palmed, while Ben just looked confused.

"Um, why would I fight you?" he saw no reason to fight anyone unless he had to.

"So we can find out who's strongest, duh!" Natsu said, as if it were obvious.

"Natsu!" Makarov barked, though it seemed halfhearted, "I don't want you fighting a guest of this Guild!"

Ben looked at the excitement on Natsu's face, then the resigned expressions on everyone else. "He's not going to stop bugging me until I fight him, is he?"

Several wizards nodded, causing Ben to sigh; he might as well get this over with.

"Just do it," Cana said, "the sooner you fight him, the sooner I can drink in peace."

_Far be it from me to keep a woman from her alcohol, _Ben thought, before turning to his would-be opponent.

"Okay, Natsu, I'll fight you on three conditions," Ben said, causing Natsu to grin, "First, we take this outside; I don't want to destroy this building by accident; second, we stop if someone gets seriously hurt. Finally, if I do this, you don't fight me again."

Natsu looked a little disappointed when he heard the third condition, but he accepted. The other wizards, however, looked excited; they were going to see a fight between a superhero and a Dragon Slayer!

…

A few minutes later, the wizards of Fairy Tail marched outside, but stayed a fair distance away from Natsu and Ben, as per the latter's insistence.

"You ready for this?" Ben asked his opponent, a smile on his face; he might have been reluctant to fight, but that didn't mean that he was going to go easy on Natsu. Ben 10 fought to win.

"Oh yeah!" Natsu cried, "I'm all fired up!"

Makarov took a few steps away from the crowd and raised his hand. "Begin!"

Ben activated the Omnitrix, while Natsu surround his fists with flame. Finding an alien that he thought Natsu would like to fight, Ben slammed the dial down. Once the flash of green light faded, the wizards gaped at what stood in Ben's place; a humanoid, tailless tiger, with a single, large claw that sprouted from the back of his hands, with the Omnitrix symbol on his chest.

"**RATH!"** the creature cried in a deep voice, then glared at Natsu. "Let me tell ya something, Natsu Dragneel! You want a fight, then bring it, 'cause Rath ain't gonna hold back!"

In the crowd, Happy was jumping up and down, immediately thinking that this cat-form of Ben's was the coolest thing ever.

"Whoa," Lucy said, then turned to Levy, "what's wrong with Ben? It's like he's a completely different person now!"

"Maybe some of his transformations affect his personality?" Levy guessed.

Natsu, however, wasn't startled by this form's aggression; if anything, he was even more excited, as he jumped forward with his fiery fists.

"Take this! **Fire Dragon Iron Fist!**" with a yell, his fist connected with the side of Rath's face, where there was an eruption of fire and smoke. When it cleared, everyone saw that Natsu had taken a few steps back to see the results of his attack. Everyone, Natsu included, was shocked to see that Rath was not only still standing, he looked completely unaffected!

"Is that all you've got?" Rath said, "IS THAT ALL YOU'VE GOT!? Rath has been hit by ice cubes hotter than that!" then Rath crouched low, "Now it's Rath's turn!"

Rath leaped toward Natsu, shoulder-checking him; the Dragon Slayer was knocked on his back, but was able to roll into a fighting stance. Still, everyone saw Natsu rubbing his chest; this creature that Ben had turned into was not only tough, but it was strong, if it was able to injure Natsu enough for him to actually look pained. Still, that didn't stop the wizard from sending a jet of flame from his mouth at the alien, which forced Rath to jump over and behind Natsu.

"Sirius Butt-Kicking!" Rath yelled out, before kicking Natsu in the rear, knocking him on his face; Rath then jumped into the air. "Polaris Piledriver!" he then delivered a piledriver, the impact leaving cracks in the ground.

Normally, the part of Rath's mind that was still Ben wouldn't let himself go this far against a human opponent, but after that first blow, he realized that Natsu could take far more punishment than any human he'd ever met. Was that toughness a quality that all humans on this planet shared, or was it unique to Natsu? Still, after that last attack, he figured that that was it.

He was therefore surprised when Natsu struggled back to his feet. However, not only was Natsu able to rise, he was also able to counterattack.

"**Fire Dragon Roar!" **a blast of fire tore out of his mouth, forcing Rath to dodge once again. Natsu then began a barrage of the same attack, preventing Rath from getting close. Despite not being the smartest person in the world, Natsu had an instinctive grasp on fighting, often knowing the best attack to use; he knew that he couldn't out-muscle Rath, so he settled for using distance-attacks to wear him down.

This tactic might have worked, had Rath been the only form Ben could assume; Rath tapped the Omnitrix disk on his chest and disappeared in a flash of emerald light. In his place stood a red-and-grey, humanoid shellfish with a sloped hump; the Omnitrix symbol was still on his chest.

"**WATER HAZARD!"** the new form cried. The wizards of Fairy Tail were even more impressed.

"He can switch from one form to another?" Gray asked Lucy, "I didn't know he could do that, too."

"I only saw him turn back into a human," Lucy replied, "but now, it's like he has Erza's Re-Quip skills, too!"

Though Lucy referred to the final member of their team off-handedly, Gray still paled; if Ben was as strong as Erza…

Water Hazard used Natsu's surprise to his advantage, blasting him in the face with twin jets of water from the holes in his palms. The Dragon Slayer was sent flying, and now he was wet; still, he was too stubborn to ever give up.

"**Fire Dragon Iron Fist!"** Water Hazard was again surprised by Natsu's tenacity, only barely bringing up his right arm in time to block the attack; while his exoskeleton was tough, he still felt a hard impact, as well as a burn across his forearm. Using his uninjured hand, he blasted Natsu back, and then slapped the Omnitrix dial again. Now, he was a green plant-man with a stylized flame-design for a head.

"**SWAMPFIRE!"** he yelled in a nasally voice. To everyone's shock, the burn-mark on Swampfire's arm quickly faded into nothingness.

"How…" Natsu began.

"Regeneration," Swampfire explained smugly, then grabbed a few of the seeds growing out of his shoulder and flung them at Natsu's feet; in a second, Natsu was trapped in a bed of thick vines.

"Hey! That's kind of like _my _magic!" a man next to Levy cried out; this was Droy, a man with a massive cowlick and a pair of bandoliers over his white shirt. Droy was a member of Levy's team, as well as the man standing next to him, Jet; Jet had a long brown coat that was edged with white fur, as well as at similarly-designed top hat, and could use his magic to move at blinding speeds.

"As long as he doesn't have any aliens faster than me, I think we'll be good," Jet said.

"Actually," Levy said, "he might."

Suddenly, Jet felt a little smaller.

Back at the fight, Natsu had freed himself from the vines, then jumped at Swampfire, who simply stood there; Natsu's face went from determined to shocked when his fist went clean through the alien's torso!

Several members of the Guild cried out in fear, thinking that Natsu had just killed him, but Swampfire only smirked, then punched the Dragon Slayer in the face.

"Like I said," Swampfire stated, as the hole in his chest healed, "I have regeneration; now, how about you take what you've been giving?" before Natsu could ask what he meant, a ball of flame shot out of Swampfire's hand and at his feet. Swampfire had only meant to drive Natsu back, but now it was him who got surprised.

With a smile that could only be described as hungry, Natsu seemed to take a deep breath; in response, the flames on the ground flew into the air and then into his mouth! Natsu let out a burp.

"Not the best fire I've ever tasted, but still pretty good; thanks for the snack, Ben!"

Swampfire blinked. "Okay, didn't know you could do that." Then he slapped the Omnitrix disk again, this time turning into what looked like a blue bug, wrapped in a sinister cloak.

"**BIG CHILL!"** the alien cried in a whisper of a voice. "Let's try this again."

Natsu leaped at him, his leg wreathed in flame. **"Fire Dragon Talon!" **at first, everyone thought that Ben's new form had regenerative powers too, since Big Chill didn't move; instead, the blow went _through _Big Chill, as if he wasn't even there!

"Intangibility," Big Chill said, "nothing you've got can hit me." Then Big Chill opened up his "cloak", revealing it to be his wings; he flew into the air, took a deep breath, and blew a coat of ice over Natsu's head.

"Ice powers, too," Gray muttered, "is there anything this guy can't do?"

"Well, that attack didn't seem as powerful as your magic," Lucy offered, even as Natsu melted the ice and glared at the alien mothman.

_Okay, _Big Chill thought, _Water Hazard was my best advantage over him, but he can't take too many hits from Natsu, he's too strong; at the same time, I don't want to hurt the guy with some of my heavy-hitters. What could I beat him with? What's his weakness?_

Then it hit him.

"Hey, Natsu!" Big Chill called out, "I'll give you one chance to give up now; otherwise, you're gonna feel this tomorrow!"

"Bring it on!" Natsu retorted, feeling confident; he'd already forced Ben to change forms several times, and was excited to see what else Ben could do.

"Fine," Big Chill said, flying towards him, "don't say I didn't warn you!"

Natsu attempted to punch him, but Big Chill simply flew through him; once behind him, he tapped the Omnitrix dial on his chest, transforming again. This time, he turned into a large, round alien with white skin and yellow plates on his back, arms and head.

"**CANNONBOLT!"** he yelled, then wrapped Natsu in a bear-hug before he could react. At first, the other wizards thought he was going to try to crush Natsu, but instead, he curled up into a yellow ball, concealing all of his white skin.

"Let me out!" came Natsu's muffled voice.

"Nope," Cannonbolt replied, "you're going on a trip!"

Then Cannonbolt began to spin; faster and faster, he spun in place, creating a furrow in the ground. Finally, he shot forward, before going in a wide circle.

"What's he doing?" Lucy asked.

"I know!" Happy said, "Ben remembered Natsu's motion sickness, and is using it against him!"

"So he doesn't just have power," Gray commented, "he's got a brain, too!"

Finally, Cannonbolt uncurled, allowing a thoroughly dizzy and motion-sick Natsu to fall to the ground.

"Had enough yet?" Cannonbolt asked.

"This fight is over!" Makarov yelled, "And Ben is the winner!"

As Ben turned back to normal, he was afraid that the members of Fairy Tail would be angry that he beat their friend, but instead was met by thunderous applause.

"Nice job, Ben," Gray said, "it's nice to see that hothead get beat every now and then."

"Glad to help," Ben said, "but, uh, Gray? Your clothes?"

Gray looked down and found that he was in his underwear once again. "Crap!"

Ben turned to see Natsu struggling to his feet; in a show of good sportsmanship, he helped him up.

"You okay, dude?"

Natsu smiled weakly. "Yeah, I'll be fine; can't wait to fight you again!"

"Hey, remember our deal?" Ben said sternly, "Besides, all I have to do is go Cannonbolt again."

Natsu paled slightly. "Okay, maybe I won't."

"What's all this commotion?" a new voice asked, causing Ben to turn and Natsu to go even paler. Behind them stood a young woman; for Ben, the first thing he noticed was her hair, which was a bright scarlet. The next thing he noticed was that her torso, shoulder and arms were all armored; she also had a blue skirt and black, knee-length boots.

He also noticed that nearly everyone else, save for Makarov, was either slowly backing away or frozen in fear.

"I'll ask again," the young woman asked, "what is going on here?"

"Um, hi, Erza," Lucy said nervously, "well, Natsu and I met Ben during our job, and he helped us, and then the Master said he could stay at the Guild until he could get home, but then we found out that he's from another universe, and then he said that he could turn into these powerful creatures, and then Natsu challenged him to a fight and Ben beat him and then, um, you showed up."

Ben looked at Lucy strangely, then turned to Erza. "What she said."

Erza gave Ben a hard stare, then held out her hand. "Erza Scarlet; pleasure to meet you."

Ben smiled and shook her hand. "Ben Tennyson; nice to meet you, too."

Then Erza let go and marched up to Natsu, who was tense; for a few moments, Erza seemed to be looking him over, as if checking that he wasn't too badly injured.

_Why is everyone so scared of her? _Ben wondered, _she's seeing if he's all right._

Then he, along with everyone else in Fairy Tail, winced as Erza brought her armored fist onto the top of Natsu's head.

_Maybe that's why, _Ben thought.

"You _idiot_!" Erza roared, "How dare you attack a guest of this Guild! I should…"

"Now, now, Erza," Makarov interrupted, gently pulling her away from Natsu, presumably to calm her down, while Natsu himself scurried to the safety of the Guild Hall.

Ben turned to Gray, who'd been joined by Lucy and Happy; all three of them were taking sighs of relief.

"What was all that about?" he asked.

"That was Erza," Happy told him, "the strongest woman in Fairy Tail; she's really strong and really scary!"

"Never _ever _get on her bad side," Gray added, "ever."

"She wouldn't be the first scary redhead I've met," Ben remarked, remembering how Gwen would react if pushed too far.

"All right, all right," Makarov shouted out, "the show's over, everyone, time to go back inside, or back home!"

With that, the wizards began either filing back into the Guild Hall or to their own houses in Magnolia, while Ben did the former, looking to check out where he'd be staying for the foreseeable future.

…

Later that night, Ben found himself in the main room of the Guild Hall, since he couldn't sleep, no matter how hard he tried. His mind was just working too fast; in just one day, he'd traveled to another universe, fought bandits, been introduced to a Guild filled with wizards and had fought a guy who had been raised by a dragon. Even by his standards, it had been quite a day, and he still had no idea how to get back home.

"Can't sleep?" Ben whirled around to see Makarov behind him. "It's been quite a day for you, hasn't it?"

"Yeah," Ben admitted, "It's not like I've had weirder adventures, but it's been a while since I've been anywhere this exciting, and now, I can't sleep."

Makarov smiled, then took a seat next to Ben. "Tell me, Ben, what do you think of the magic here?"

"Well, I've only seen two types of magic so far," Ben admitted, "but it's still impressive."

"Not the type of magic you've seen today," Makarov said, "but what do you think of the magic in general? Is it like the things you've seen in your own universe?"

Ben thought for a moment before answering. "Well, I admit that whatever magic exists here, I can probably turn into something that can do the same thing."

"Then why do you say that you are not a wizard?" Makarov asked.

Now Ben knew what he was getting at; after the fight with Natsu, many members of the Guild kept calling him a powerful Take-Over wizard, no matter how many times he told them that he didn't use magic.

"Because I don't use magic," Ben answered.

"What you call technology, we call magic," Makarov calmly replied, "and you would make an excellent wizard."

"Are you trying to recruit me?" Ben asked jokingly.

"I am offering you a chance," Makarov said, "I have sent out messages to some colleagues of mine to look into any type of magic that can send you home. If, however, there isn't any, I will offer you a place here for as long as you wish to stay."

Ben was shocked, and a little touched, at how quickly the old man was willing to trust him enough to let him into his "family".

"Thank you," Ben said, "I appreciate the offer but, no offense, I'd like to go home."

Makarov nodded. "I understand; still, my offer stands." With that, he walked away, leaving Ben with his thoughts.

After a while, Ben thought he was finally going to be able to sleep, but just as his eyes were beginning to get heavy, a movement jolted him to wakefulness. He saw Happy, flying near the ceiling and trying to be inconspicuous, land at the second floor of the Guild; when Ben had asked earlier why no one was up there, Mirajane had told him that only a wizard that was S-Class was allowed to be there, because only an S-Class wizard could handle the jobs posted there. They were incredibly dangerous, often life-threatening, but the rewards were huge, often worth more than ten times what a normal job offered.

Ben really began to get suspicious when Happy flew away from the second floor, a piece of paper in his paws. As soon as Happy got some distance, he got up to follow.

"Can't sleep anyway," he murmured, "maybe this'll be fun?"

…

**A/N: Another edited chapter; now onto the Galuna Island saga!**


	3. Galuna Island Pt 1

**Ultimate Fairy**

**Chapter 3: Galuna Island**

**Part I**

…

Ben Tennyson didn't know what to expect when he followed Happy out of the Guild Hall, but he shouldn't have been surprised to find Natsu in on whatever they were doing. He'd known the Dragon Slayer for less than a day, but he'd already gotten a good measure of the guy; he was the type to break rules, but only in nobody got hurt. He cared about other people too much for that.

It _was _a surprise, however, to find Lucy with them as well. Ben didn't have as much to go on with Lucy; she seemed fairly normal in comparison to the other people in Fairy Tail, but she also seemed to have bouts of extreme anger and frustration. She didn't seem like the type to break the rules like Natsu, though.

Keeping his distance, Ben noticed that Lucy was now holding the paper that had been in Happy's paws earlier, and was speaking to both the cat and Dragon Slayer enthusiastically. Finally, Ben's curiosity was piqued enough.

"Okay guys, what are you doing?" Ben stepped out from behind a wall, just in time to see Lucy jump several feet in the air, while Natsu and Happy suddenly looked wary.

"N-nothing!" Lucy stammered, "We're n-not doing a-anything!"

"You're a bad liar, Lucy," Ben said, "I _saw _Happy take something from the second floor, and I'm pretty sure that none of you are S-Class wizards, right?"

Natsu's face was full of determination. "But if we complete an S-Class quest, we'll be sure to be made S-Class, and nobody's going to stop us!"

Ben held Natsu's gaze for a moment, before turning to Lucy, who was starting to sweat; Ben held out his hand.

"Show me what you were going to do."

Lucy glanced at Natsu, who gave her a tiny nod, then timidly handed over the paper; she remembered what Ben had done to Natsu and did _not _want to be on the receiving end of Rath. Ben began reading the job description; in big, bold letters were the words "help us", asking someone to lift the curse of their island, a place called Galuna. Apparently, it had been going on for three whole years.

It was then that Ben's instincts began to kick in; it just wasn't in him to ignore people who needed help, especially those who'd been suffering for years. Besides, Ben couldn't recall ever having to lift a curse before; it could be interesting.

"All right," he said, "I'm in."

"What!?" Natsu, Happy and Lucy all exclaimed, causing Ben to jump a little.

"I want to help," Ben elaborated, "I can't just ignore people who need help; it's not who I am."

"You're not interested in the reward?" Lucy asked, surprised.

Ben looked again at the bottom of the paper; the reward was listed as seven million Jewel, the currency of this world, as well as a gold Zodiac key, which was probably why Lucy wanted to do this job.

"Why would I care about the money?" Ben asked, "I'm probably going to get back to my own universe soon, so I won't need it, and I'm not a wizard, so I don't need the key, either."

"So you just want to help for the sake of helping?" Lucy asked.

Ben shrugged. "I'm a hero; yeah, it would be nice to get paid for doing what I do back home, that's not the important thing. Helping others is what's important."

The three members of Fairy Tail looked at each other, before Natsu clapped Ben on the shoulder.

"Welcome to the team!" he shouted, a big grin on his face.

…

The next morning, Master Makarov sat down at his usual spot at the Guild Hall and was just starting to enjoy his drink when Mirajane came running down the stairs.

"Master," she said worriedly, "it's just terrible! One of the S-Class quests is missing!"

Makarov took a long drink, before spitting it out and spinning around.

"WHAT!?"

That early in the morning, there were only a couple dozen people in the Guild Hall, so everyone heard what Mirajane had said, and they were shocked.

"Say what?" a man in a green shirt and a cigarette in his mouth, named Wakaba, said, "One of the jobs from the second floor is missing?"

"Who would take one of those?" the man across from him, an older man with a white coat, named Macao, asked.

"Someone really strong or really stupid," a girl with glasses and light-purple hair, named Laki, commented.

"I know who it is," a deep voice said from the second floor; the others looked up to see a young man with spiky-blond hair, spiked headphones over his ears, and a lightning bolt scar over his right eye. "I saw a blue cat fly up and rip the job right off the wall."

"It was Happy?" Mirajane asked, "Then that means that Natsu was behind it!"

"Laxus," Makarov growled at his grandson, who only smirked, "you mean to say that you saw Happy take an S-Class quest and did nothing to stop him!?"

"Hey, all I saw was a blue cat, I had _no _idea it was Happy," Laxus said, though his smirk said the opposite, "and it wasn't just Happy who snuck out last night; I also saw a kid with a green jacket go after him."

"Ben went with him too!?" Makarov slapped his forehead. "What could he be thinking? He has no idea what kind of dangers an S-Class quest could have in store!"

"Hey, wait a sec," Macao said, "I think I saw Natsu headed towards Lucy's house last night; maybe Lucy went with him!

"Laxus, how could you let them go?" Mirajane scolded, now worried for another friend.

Makarov's grandson only laughed. "Hey, Natsu isn't cleared for S-Class jobs; I _never _dreamed that he'd break the rules like that."

That was a lie, and everyone knew it; Natsu was always finding new ways to aggravate everyone in the Guild, and this was just the latest, and most severe, way yet. But to let a guest of the Guild go off without him knowing the danger was inexcusable, and Mirajane let Laxus know this by giving him a glare that made even Laxus pause for a second.

Laxus covered up his brief fear with another laugh. "I haven't seen that look in a while." Mirajane was normally one of the sweetest people alive, but when she had been an active member of Fairy Tail, she'd been an absolute demon; _nobody _messed with her then.

Makarov turned the focus back to the current crisis. "This is very bad; Mira, what job was taken?"

Mirajane broke off her glare, looking concerned once again. "It was for lifting the curse on Galuna Island."

Everyone in the Guild began to panic; the Galuna Island job had been left alone for a very good reason: anyone who went there never returned.

"Laxus!" Makarov barked, "Go and bring them back right now!"

"I got better things to do, Gramps," Laxus scoffed, "Besides, everyone in Fairy Tail is supposed to take care of themselves, right?"

"I don't care how you feel about Natsu!" Makarov snapped, remembering how Laxus had always treated Natsu with scorn, "The fact is that you're the only one here who's strong enough to bring him or Ben back by force!"

"Sorry, Master," Gray said, speaking for the first time as he stood up, "but I'm afraid that I'm going to have to disagree with you there; _I'll _bring them back."

…

The three wizards and the superhero took their first steps into the port city of Hargeon, and Lucy gave a sigh.

"Oh, wow," a nostalgic smile on her face, "it seems like only yesterday that I met Natsu and Happy here."

"It _was _practically yesterday," Natsu grumbled, "no need to go all mushy."

It was fairly accurate; along the way to the city, Lucy had told Ben that she was the newest member of the Guild, having only joined less than two weeks earlier, after Natsu had defeated a man who'd been posing as him. She'd joined Fairy Tail the next day.

"Yeah, you sound like an old lady," Happy teased, only to get a glare from Lucy.

"Well, now that we're here," Ben said, "how about we start looking for a boat to takes us to Galuna?"

"Are you crazy!?" Natsu yelled, "Forget a boat, let's all just swim there!"

"Do you even know where the island is?" Ben asked, though Natsu's outburst reminded him of the Dragon Slayer's motion sickness, "Because if not, we need someone to take us there."

That proved to be easier said than done; the team asked over a dozen boaters, but all said no the instant they mentioned the cursed island. They were beginning to lose hope as they reached the next boater, a man with a bandana around his head and a cloak that concealed most of his body.

"Galuna Island?" he asked, after hearing their request, "That's a bad idea; not even pirates will go near there."

"At this rate, we might actually have to swim," Ben admitted, much to Natsu's glee.

"We are _not _swimming!" Lucy yelled.

"I found you!" a familiar voice said from behind the group, causing all of them to jump; behind them, a triumphant smirk on his face was Gray!

"What are you doing here!?" Natsu demanded.

"Gramps found out about your stupid scheme and told me to bring you back," Gray answered.

"Why?" Natsu whined, "We aren't in danger yet!"

"If you come back now," Gray said, ignoring the other wizard, "you might not get kicked out of the Guild."

"Kicked out!?" Lucy panicked, "I don't want to get kicked out!"

This made Ben feel guilty; he'd heard that wizards could get in trouble if they attempted to complete an S-Class quest if they weren't qualified, but he didn't know that they'd get kicked out altogether. Makarov had told him that Fairy Tail was like a family; getting cast out would have been like getting disowned.

"Guys, if this'll get you thrown out of the Guild, maybe you should head back," Ben suggested, though no one noticed that he never said that _he _would go back.

"No way," Natsu growled, "I'm going on this S-Class quest!"

"You're way out of your league, Natsu," Gray argued, then his face turned grave, "When Erza finds out about this, she's gonna be so mad…"

While the threat of being kicked out of the Guild may not have frightened Natsu, the thought of an angry Erza was enough to make him sweat. Yesterday, Ben had asked why everyone was scared of Erza, but only Happy had been willing to say more than "she's the strongest woman in Fairy Tail".

"Unlike the other S-Class wizards in the Guild," Happy had said, "she's actually willing to get into fights with other wizards here, but she has to hold back; an S-Class wizard can destroy whole buildings easily!"

That meant that not only was Erza strong enough to beat just about everyone in the Guild, she could do it while holding back. Ben could relate; he had to hold back a good amount of his own power so that he didn't kill anyone by accident.

Ben was brought out of his musing by Happy flying onto Gray's shoulder. "Help me, Gray; I didn't want to go along with this, but they forced me!"

"You little liar!" Lucy screeched.

"I'm gonna prove myself," Natsu argued, "so I'm doing this!"

"The Master told me to bring you back," Gray said, "And I'll drag you back to the Guild if I have to!" a spiked ball of ice grew around Gray's hand, "Don't make me hurt you, Natsu!"

A ball of fire surrounded Natsu's fist. "I'd like to see you try!"

"Excuse me," the boater interrupted, drawing everyone's attention to him, "But are you wizards? Did you want to go to Galuna Island in order to lift the curse?"

"Yep!" Natsu replied enthusiastically, while Ben nodded.

"Um, yes?" Lucy said, less sure of herself after the threat of expulsion from the Guild.

"Not gonna happen!" Gray yelled, but was ignored by everyone.

The man gestured to his boat. "Get in."

"No way!" Gray moved to grab Natsu, but the Dragon Slayer ducked under his hand and punched him in the gut, knocking the wind out of him and stunning him; Natsu took the opportunity to pull out a coil of rope from his backpack and quickly tied up the other wizard.

"Okay," Natsu said cheerfully, as he threw Gray into the boat, "let's go!"

"Dude, couldn't you just leave him?" Ben asked.

"We can't let him get back to the Guild," Natsu said, "at least, not until we finish the job; besides, if Gray comes back empty-handed, they'll send Erza, and then we're toast!"

Under the threat of Erza coming, Lucy and Happy quickly piled into the boat, with Ben following, but wondering just what Erza was capable of.

…

For the first few minutes, the boat ride was spent in silence, the captain of their ride refusing to speak until they got closer to the island. Gray was recovered, but Natsu had tied up his hands in a way that he couldn't use his magic. Natsu himself had leaned over the edge of the boat the second he got on and wouldn't move, his motion sickness getting the better of him. Lucy just sat still, looking more and more nervous, while Happy just looked, well, happy.

Ben finally decided to break the silence. "Hey, Happy, I know that Erza is scary and all, but what is it that she can do? What kind of magic does she use?"

"She uses a type of magic called Re-Quip," Happy said, "and she can use it to pull weapons and armor from a sort of pocket dimension. Lots of wizards can use Re-Quip magic to change weapons, but only Erza can use it for her armor, too!"

"So, does her armor have special powers or something?"

"Yep," Happy replied, "she's got armor for just about everything!"

_Sounds kind of like what I can do, _Ben thought.

The next few hours were spent with the group making small-talk, allowing Ben to get to know the others better; he learned that Natsu's nickname was Salamander, after the fire-breathing reptile, and that Gray's type of magic was called Ice Make Magic, which allowed him to create various objects out of ice. He, in turn, told them about a few of his own adventures from his own universe, making sure to whisper; he didn't want the boat guy to find out that he was from another universe. Lucy, Happy and Gray were all astonished by what Ben had described, but their eyes almost fell out of their heads when he told them about his encounter with the Highbreed.

Finally, after a few hours, they spotted an island on the horizon. It didn't seem like much to Ben, but experience told him not to assume anything.

"So," said Gray to the boat guy, "why are you helping us?"

"My name is Bobo," the man said, "and I was once a citizen of Galuna Island."

"Was?" Ben echoed, "What happened?"

Bobo looked down. "I had to flee; I couldn't take it anymore. I should warn you, tragedy befalls anyone who sets foot on that island, unless you can lift the curse."

With that, Bobo opened up his cloak and revealed his left arm. It was covered in some sort of exoskeleton, and was clearly not human.

"This is the curse of a demon," Bobo continued.

Everyone, save for the semi-conscious Natsu, flinched at what had happened to the man; before anyone could say anything more, Bobo turned around.

"We're almost there."

As they got closer, they noticed something strange about the island, but it was Lucy who actually asked the question on everyone's mind.

"Why is the island glowing?"

Sure enough, the top of the island had an unearthly glow about it; just looking at it made Ben's skin crawl, like something unnatural was on that island. Then again, living there had given poor Bobo the arm of some sort of humanoid insect, so there probably _was _something awful there. Ben turned to ask Bobo a question, but…

"Uh, guys? Did anyone see Bobo leave?"

Lucy, Happy and Gray looked around and over the edge of the boat, but the cursed man had vanished!

"Does anyone else hear that noise?" Lucy asked. Ben strained his ears to listen; it sounded like water flowing away from them, which made sense, seeing as how they were on the ocean, but this sounded different.

"Look out!" Gray shouted. The others turned to see, to their shock, a tidal wave, headed right for them!

"Whoa!" Ben reached for the Omnitrix and slammed down the core after the plate slid back, not looking at what he picked.

"**JETRAY!"** the red alien looked at himself. "Okay, that'll work."

Jetray took off into the air, but could only watch helplessly as the boat with his new friends was washed away, straight towards the cursed island.

…

After seeing the wizards washed away, Jetray raced towards the island, hoping that everyone was all right. At the moment, the mystery of the missing Bobo and lifting the curse of Galuna was pushed aside; all that mattered was making sure that no one was hurt.

Ben spent hours and hours surveying the side of the island that had been hit by the giant wave, turning into his aliens until he was forced to let the Omnitrix recharge. Finally, late in the afternoon, Ben found them, just starting to regain consciousness.

"You guys okay?" Ben asked, even as he looked them over.

"Yeah," Lucy answered for all of them, "I think we're fine."

Ben sighed in relief; he hated it when people got hurt on his watch, and finding out that everyone was okay lifted a lot of guilt from his shoulders.

"We're lucky that wave washed us up here," Lucy went on.

"I wouldn't call it lucky to get marooned on a cursed island," Gray commented.

"Forget about the curse!" Natsu yelled, pointing at the jungle further in on the island, "Let's go exploring!"

"Hold up," everyone turned to see Gray, staring at them with a serious expression.

"Are you still trying to take them back to the Guild?" asked an incredulous Ben, "Because if you are, you're gonna have to find a new boat."

"I know that," Gray said, "and I'm coming with you."

"Really?" Natsu asked, surprised.

"Hey, I can't let you and Lucy reach S-Class before me," Gray said, smiling, "besides, the Guild would get pretty boring without you. Sure, the Master might get upset with us, but if we pull it off, he won't stay mad for long."

"What about me?" Ben asked.

Gray shrugged. "He thinks that you have no idea how to handle this world, but if you were able to save your entire universe from those, what did you call them, Highbreed? Anyway, if you can save a universe from them, and then save the Highbreed themselves, I think you can handle a cursed island."

"Well then," Ben said, rubbing his hands together, "what are we waiting for?"

…

**A/N: Alright we got Part I out of the way; did some minor editing here. Now on to the next chapter!  
**


	4. Galuna Island Pt 2

**Ultimate Fairy**

**Chapter 4: Galuna Island **

**Part II**

…

After a long trek through the jungle, Ben, Natsu, Lucy, Gray and Happy finally arrived at the only village on Galuna Island. It was impossible to tell what the village was like, partly because it was now dark out, but also because the village was surrounded by high, wooden walls; a "keep out" sign was mounted on the front of the gate.

"So, what, do we just knock?" Ben asked, not sure how to exactly answer a job request for wizards, especially since he wasn't one.

Lucy answered by stepping forward and yelling out, "Is anyone there!? We came to help you!"

The only answer they received was silence.

"Let's bust in," Natsu said, a malicious grin on his face.

"No way!" Lucy yelled at him.

Finally, a voice called out from the top of the wall. "Who goes there?"

"We're wizards from Fairy Tail," Lucy answered back, "We're responding to your request!"

"Why weren't we notified that you'd accepted the request?" the voice asked, suspicious, though in Ben's mind, the person had every right to be, especially since the wizards _had _taken the job against the rules.

Lucy tried to come up with a reason, Gray called out, "There was probably just a mix-up with the paperwork!"

"Then let me see your Guild emblems," the voice challenged, "right now!"

Natsu moved his scarf, which had partially concealed his red Guild mark on his right shoulder; Happy shifted his knapsack to reveal his green mark on his back. Gray lifted his shirt to show his blue emblem on the right side of his chest, and Lucy showed the pink emblem on the back of her right hand.

"That proves who _you _are," the voice said, "but what about _him_?" even without seeing him, Ben knew that the guy was pointing right at him.

"He's with us," Natsu snapped, "you gonna turn down extra help?"

The sentry didn't really have an answer to that, for which Ben was very grateful, and the gate soon opened. The group stepped forward, only to be greeted by a large crowd of people wearing cloaks, hoods and cloth across their faces, concealing almost all of their features.

"I am Moka, the village chief," the lead figure said, leaning on a staff with a crescent moon on the top, "and on behalf of everyone here, I welcome you. Pleasantries aside, there's something you need to see; now, my people!"

As one, the villagers dropped their cloaks, and for a moment, Ben thought they were going to attack them. Instead, the group was greeted by a familiar, yet disturbing, sight.

For the most part, the people all looked human, but every single one of them had a monstrous body part. Arms with claws, legs with talons on the feet, even horns on heads; no one was unchanged, not even the smallest children.

"It's just like the guy on the boat," Gray murmured.

"No wonder they needed help," Ben whispered, "this is awful."

Natsu, on the other hand, noticed something else. "Oh, wow, your sideburns are huge!" he pointed at the sideburns on the elderly chief's face, which stretched down to his waist.

"Not that!" Moka snapped, "I meant my arm!" he held up his purple, clawed arm for emphasis. "Everyone on the island is suffering a disfigurement because of this curse; not even the animals are unaffected."

"Not to sound rude," Ben said, "but are you sure it's a curse? It could be some kind of disease or toxin."

"We've consulted with dozens of doctors," Moka said wearily, "but every one of them says that no such disease exists."

"Can I try something first, before I'm convinced it's a curse?" Ben asked; when the chief nodded, Ben walked up to him and pointed the Omnitrix at Moka's inhuman arm. "Omnitrix, is there anything you can do?"

Before anyone could question Ben's sanity for speaking to his watch, the faceplate slid back as a green light shot forth from the core and waved over Moka. To everyone's further surprise, the Omnitrix began to speak in a synthesized version of Ben's voice!

"_Subject's DNA is unknown. DNA acquisition blocked by unknown energy. No abnormalities in genetic structure." _With that, the light faded, and Ben took a step back.

"So much for the easy way," Ben said, his tone apologetic, "Sorry about that; whatever is wrong with you, the Omnitrix can't fix. Guess we'll have to do it the hard way; can you tell us everything you know about how this happened?"

Moka shook off his confusion and shock, then continued with his tale. "It all started when the moon fell under an evil spell."

"An evil spell?" Lucy repeated.

"Since ancient times, this island has absorbed the light of the moon, causing it to glow almost as beautifully as the moon itself." Moka's voice turned fearful. "However, three years ago, the moon's light turned purple and bathed the island in an eerie glow."

"Hey, everyone!" Happy called out, pointing up, "The moon is coming out from behind the clouds!"

The wizards and superhero looked up to see that the light of the moon that came down was indeed a creepy shade of purple.

"Stand back," Moka warned, "the change is upon us!"

Before anyone could ask what he meant, all of the villagers began to convulse, moaning in absolute agony. Their bodies began to shift, scales, fur and spikes covering them; now, instead of a single area of their bodies, everyone in the village looked like creatures that Ben had only seen in fantasy pictures.

"I am sorry if our appearance frightens you," Moka said, now sporting purple, scaly skin, as well as fangs, pointed ears and a pair of horns.

"It's all right," Ben said, not wanting to make them feel any worse about their appearances, "I've turned into things that are way scarier."

"These poor people," Lucy whispered.

"Oh man," Natsu said, before his face suddenly brightened, "YOU GUYS LOOK SO COOL!"

Everyone else could only stare at him while he started to gush about how awesome they looked, at least, in his mind.

"Natsu!" Lucy slapped him upside the head, "That's mean! They don't want to be like this!"

"Really?" Natsu asked, confused, "Well, sorry about that; I guess we should help them out."

"That's why we came here in the first place," Ben said, pinching the bridge of his nose.

"You are such an idiot, flame-brain," Gray said, equally exasperated.

"Anyway, as you can see," Moka said, trying to get everyone back on track, "whenever the moon comes out, everyone in the village takes on the form of a demon. If this isn't a curse, then what is it? We return to normal when the sun rises; however, there are some among us who lose their minds and never change back. The only thing we can do for those poor souls is to put them to death."

The others were shocked; this wasn't just a curse that changed how they looked, it drove them insane and made them dangerous enough to force the villagers to kill them?

_That's probably why they wanted help so badly, _Ben thought, _if everyone was okay on the inside, they probably wouldn't be so upset._

"But they might get better someday!" Natsu protested.

"If we wait for too long, they will kill us all," Moka said sadly, "We've tried to capture them, but they always break free." Tears began falling from the old man's eyes as he pulled out a photograph, "There is no way to reverse it; this curse has forced me to take the life of my own son."

Shoulders shaking in grief, Moka let the photograph fall to the ground, letting the others see a picture of a man with wide eyes, a moustache and goatee, and a bandana on his head.

"That's the guy who took us here on the boat!" Lucy said softly, "We just saw him yesterday and…"

"Now I understand why he just disappeared like that," Gray interrupted, "He was dead, but his soul couldn't rest; we saw his ghost."

Lucy began to panic, while Ben started to get worried; first magic, now cursed islands and now ghosts? Was there anything familiar for him to hold onto?

Moka picked up the photo, then gave the group a low bow.

"Please lift the curse," he begged, "If you do not, it is only a matter of time before we fall victim to it and die!"

"We won't let that happen!" Natsu shouted, then lowered his voice when Moka looked at him. "We're going to fix this, I promise."

Everyone else in the group nodded in agreement; silently, Ben swore that no one else was going to die because of this curse.

"There is only one way to lift this curse," Moka said, "The moon… the moon must be destroyed!"

_Okay, _Ben thought, _this might be harder than I thought it would be._

…

Moka's demand had left the team rather stunned, and they were ushered into a small hut, away from the purple light. All of them were wondering the same thing.

Did they really have to destroy the moon?

"I'm not so sure about this job, guys," Natsu said, looking more irritated than worried.

"How can these people expect us to destroy the moon?" Gray asked.

"I wonder how many punches it would take?" Natsu wondered, raising a fist.

"Are you actually considering it!?" Ben demanded; he couldn't tell if Natsu was determined or stupid, but it was starting to look like the latter.

"Natsu, there isn't a wizard alive who could do that," Lucy said, shaking her head.

"But that's what we were hired to do," Natsu protested, "If we back out, it'll make Fairy Tail look bad!"

"What they're asking can't be done!" Gray said, then asked, "How were you planning to get to the moon, anyway?"

"With Happy, of course," Natsu said, pointing at the cat.

"Huh!?" Happy shook his head, "I don't think so."

"Hey," Ben said, as he looked at the job request again, "the job just says to end the curse; just because these guys think the only way to do that is to destroy the moon, doesn't mean that it _is _the only way."

"Yeah," Lucy agreed, "I'll bet that if we do some investigating around the island, we'll find out the real source of the curse and stop it."

Anything else Lucy might have said was interrupted when Gray threw his shirt at her face. Ben was both impressed and creeped out; Gray had stripped down to his boxers and the silver necklace he wore in less time than it took to blink.

"We'll get right on that, Lucy," Gray said, "but right now, I'm going to sleep."

"Yeah, our investigation starts tomorrow morning," Natsu said, then jumped onto the sleeping mats that the villagers had laid out for them, "Let's hit the sack!"

Happy jumped face-first onto the pillow. "Aye, sir!" came his muffled cry.

Ben agreed and headed to his own mat; it had been almost two days since he'd gotten any sleep, and he was dead tired. Tonight, he would sleep.

Tomorrow, it was Hero Time.

…

Early the next morning, the team set out, though Natsu, Gray and Happy looked like they could have used a few more hours of sleep. Ben was used to getting up early, either when he was needed to save the day, or when he needed to go to school. Lucy, on the other hand, was raring to go.

"I hate waking up this early," Natsu whined.

"Hey, you guys kept me up all night with your snoring," Lucy snapped, "and you don't hear _me _complaining! Let's go!"

"Aye," Natsu, Gray and Happy all moaned.

"You guys want to hit the big leagues, you gotta make sacrifices," Ben said nonchalantly.

"How come you're okay?" Gray asked.

"I'm used to running on only a few hours of sleep," Ben explained, "I've lost count of all the times I've had to stay up late or wake up early to fight some alien menace or something."

"See, Ben's got the right attitude!" Lucy pulled out a silver key and pointed it. **"Open, Gate of the Clock Constellation: Horologium!" **

In a puff of smoke, what looked like a grandfather clock with a humanoid head, arms and legs came forth.

"The time is seven forty-eight," the spirit said cheerfully.

"Um, did you need to know the time?" Ben asked, confused as to why Lucy summoned a clock-man.

"No, it's because she's lazy," Natsu told him; before Ben could ask what he meant, he saw Lucy open up the front of Horologium, who was hollow, and climb inside.

"Let's go, the lady says forcefully," the spirit said, repeating what Lucy said from within him, then marched towards the mountain.

"She… uses him to travel?" Ben asked.

"Yep," Natsu replied, as he, Happy and Gray walked after the spirit, "because she's lazy."

Ben shook his head. "I'm never going to get used to the magic here…"

Despite Horologium's head-start, everyone else soon found themselves ahead of the spirit.

"Do you really think there's another way to lift the curse?" Natsu asked.

"There really isn't another choice," Ben said, "since we can't get to the moon, and even if we did, we can't destroy it. Without the moon, the tides would go crazy; who knows how many people would get killed by tidal waves?"

"Yeah," Happy agreed, "plus, who knows what could happen to all the fish? I can't live in a world without fish!"

"Is he always like this?" Ben asked Gray, who only nodded.

"Will you guys keep it down?" Horologium asked, "We don't know what's lurking out here, so we shouldn't draw any attention, the lady demands impatiently."

"You're not tired, why the heck are you not walking?" Ben asked, a little annoyed by Lucy's nearly bipolar attitude towards all of this.

"Listen, this curse is freaking me out, and I'm scared, she says nervously," Horologium repeated dutifully.

"Are you kidding?" Natsu asked, pumping his fist, "S-Class quests are awesome!"

"We'll probably end up blowing something up," Ben said, sounding both resigned and excited.

"Yeah," Gray said arrogantly, "but I bet I could just freeze that stupid curse."

"You guys are idiots, she says disparagingly," Horologium said, though he sounded like he agreed.

Ben was going to give a snarky reply, but was stopped by the sound of giant footsteps. Everyone turned to see a giant figure behind them; it was easily thirty feet tall, but the sun was behind it, so the light got in their eyes, preventing them from getting a good look. Whatever it was, it started to laugh in high-pitched, menacing hiss.

"Anyone know what that is?" Ben asked, reaching for the Omnitrix.

"No," Natsu said, gathering flames around his hands, "but I bet it wants a fight!"

Whatever it was, it began to reach out towards them, and Ben slammed down the dial on the Omnitrix.

"**Humungousaur!" **the dinosaur-like alien cocked his fist back punched the thing across the face, knocking it to the side and allowing everyone to get a good look at it.

"It's a giant rat, she exclaims worriedly," Horologium said, sounding rather concerned himself.

Indeed, it was a giant rat, but its fur was a light green and it wore what looked like a maid's apron and bonnet. In Humungousaur's mind, that was definitely the weirdest thing he'd seen in this universe, and it would certainly give some of the stuff he'd seen back home a run for its money, as well.

The rat got up and rubbed a paw against its now-sore jaw, then took a deep breath; not wanting to let himself or his friends get hit by whatever it was about to do, Gray ran forward and put his right fist on top of his left hand, which was palm-up. A cold mist gathered around his body.

"**Ice Make: Shield!" **a giant fan-shaped shield of ice erupted from the ground. Unfortunately, it didn't do any good, because the rat belched forth a noxious, foul-smelling gas.

"Oh, man," moaned Humungousaur, "when was the last time you brushed your teeth?"

Everyone tried in vain to block out the smell, but it was already in their noses; Natsu lay on the ground, nearly unconscious from the stench, and it affected Horologium so badly that he was forced back into the spirit-world, leaving Lucy to the mercy of the rat.

"Run!" she cried, trying to get away from the giant rodent. It reached out to grab her, but Humungousaur grabbed its forelimb. The rat, half again his size, gave him a look that said _"I'm bigger than you; what are you going to do?"_

Humungousaur only grinned, and then began to grow; his body became taller and wider, his hide becoming thicker and more plate-like. In a few seconds, he was now doubled in size, much to the amazement of everyone else.

"Now who's bigger?" Humungousaur growled; the rat started to take a deep breath again, no doubt in order to uses its gas attack, but the Vaxasaurian punched it in the jaw, snapping it shut. "Shut your mouth!"

He brought his other arm around and smashed it against the rat's head, driving it to its knees, before jumping on top of it in a body-slam. He got up and wiped his hands together, satisfied; the he heard a yell and saw both Gray and Natsu pummeling the head of the giant rodent.

"Um, I think it's over," Humungousaur said, confused, "Shouldn't we leave while we have the chance?"

"We should kick its butt while we have the chance!" both wizards yelled at once.

Humungousaur rolled his eyes, while Lucy, who had fled further back during the fight, came back.

"Hey, guys!" she pointed in the direction she'd come from, "I found something!"

From Lucy's tone, it sounded important, so Humungousaur grabbed Natsu and Gray in each giant hand and headed after Lucy, all the while ignoring the two struggling in his grip.

After a few minutes of running, they found themselves in front of a large temple, its structure covered cracks and vines, meaning that it was either very old or badly-maintained. Crescent moons decorated every doorway and every pillar. The entrance was large, but even at his smallest; Humungousaur was too big to fit inside, so he gently threw Natsu and Gray inside, before turning back to normal and heading inside.

"What's the big idea, taking us outta the fight like that!?" Natsu raged.

Ben rolled his eyes. "Because I'm pretty sure that that rat had nothing to do with the curse, and we need to end it as soon as we can, before anyone else dies."

Chastised, Natsu rubbed the back of his head. "Right, sorry."

Then Ben remembered something from the fight. "Hey, Natsu, how come that gas affected you so badly? It was like you almost passed out."

Natsu looked embarrassed, so Happy answered for him. "Dragon Slayers have stronger senses than most, so the smell was really bad for him."

"But…" Ben was a little confused, "But if that's true, when you and I fought, the smell from Swampfire should have had the same effect; what happened?"

"Well, when you blasted me in the face with that water guy," Natsu told him, "the water got in my nose and I couldn't smell as good, so I could fight Swampfire without a problem."

"That… actually makes sense," Gray said, a little impressed, "Way to use someone's attack to your advantage; I didn't think you had the brainpower for that."

"Hey!" Natsu started to growl at the ice wizard.

"Knock it off!" Lucy half-shouted, "This temple is old, and I don't want it collapsing on us because you two idiots started another fight."

Ben looked around; the inside of the temple was indeed old, and looked like it very well could start to fall apart.

"So, what's with all the moon symbols?" he asked, pointing to a carving on the wall.

"Well Galuna Island was known for its moon-worship," Gray said.

"A moon island, a moon curse," Ben smiled wryly, "I'm sensing a theme here."

Natsu, who had stopped paying attention, started stomping on the stone floor. "Man, this place is a wreck; the floor doesn't even look safe to walk on."

"Well, don't go stomping on it!" Lucy yelled; her words came too late, however, because the floor did indeed break apart, sending the entire team plummeting into a dark hole.

After a painful landing, Ben struggled to his feet, a little surprised that he wasn't badly hurt by a fall from that height, but also glad that everyone else was okay, if a little dazed.

"Ugh," Gray moaned, "Natsu, you idiot!"

Lucy looked up at the hole they'd fallen through. "Happy, Ben, can either of you fly us out of here?"

"Sorry, that's too many trips for me," Happy said.

"Don't worry, I've got it." Ben cycled through his aliens, looking for Astrodactyl, when Natsu got his attention.

"Look, a secret cave!" The Dragon Slayer ran through said cave, yelling, "This is so awesome!"

"Would you stop running around like a crazy person!?" Gray shouted.

"Seriously?" Ben asked Lucy, as everyone else ran after Natsu, "Is he always like this?"

"Unfortunately, yes," Lucy sighed.

_I'm not sure what'll happen first, _Ben thought, _either I'll get back home, or Natsu is going to drive me insane!_

Thankfully, Natsu had stopped not too far ahead, staring up at…

"Whoa," Ben breathed.

"That's what I said," Natsu said, not losing sight of what lay in front of them.

It was a massive chunk of ice, easily fifty feet tall and fairy circular; the ice itself was a light blue that seemed to glow with an unearthly, and yet calming, light. But the ice itself wasn't what caught everyone's attention; inside the ice was a creature, barely smaller than the ice that held it. It was covered in scales, fangs and claws, and though it didn't seem to be conscious or even alive, it seemed to promise nothing but death and destruction.

"Anyone know what that is?" Ben asked quietly, not sure if he should be loud in front of such a dangerous-looking beast.

"That's impossible," Gray whispered, stepping forward, "it's Deliora!"

"What's a Deliora?" Ben asked, but Gray ignored him.

"How? How could this happen?" his voice grew louder and slightly hysterical, "How is it here? What the hell is it doing on Galuna Island!?"

"You've seen this thing before?" Natsu asked, less unsettled by the monster and more by the fact that Gray rarely lost his composure like this.

"T-there's no way…" Gray didn't seem to hear them, his arms trembling.

Lucy grabbed his shoulder. "Gray, try to calm down."

The ice wizard took a deep breath and his shaking lessened, but his eyes had a haunted look about them.

"Can you tell us about this?" Lucy asked gently, pointing at the creature.

"It's Deliora, the Demon of Destruction," Gray told them.

"Demon of Construction?" Natsu asked.

"_De_struction," Happy corrected.

"But why is it here?" Gray asked to no one in particular, "It doesn't make any sense?"

Ben had no idea if this demon had anything to do with the curse, but he knew that nothing got "of Destruction" added to their name for being nice. He would have said so, but the sound of footsteps behind them caught his attention; he gestured to the others to take cover behind some boulders.

They hid just as two people entered the cavern. One was a young man who was fairly short; he had a green coat that went down to his knees, spiky blue hair and the thickest eyebrows Ben had ever seen. The other was another man; he went shirtless, but wore a pair of blue pants. The strangest thing about him, however, was his face; his face was doglike, not like he was that ugly, but like someone had combined a human face with a dog's. Sticking out of his shaggy hair was a pair of dog-ears.

"The voices seem to be coming from down here," the blue-haired guy said, then sighed, "I hate being awake during the day."

_What, is this guy a vampire, too? _Ben wondered.

The guy continued to speak. "So, Toby, were you exposed to the Moon Drip? I mean, you've got those pointy ears…"

"I already told you, they're a fashion statement, you jerk!" the dog-man, Toby, yelled.

The blue-haired man chuckled. "I was just teasing you."

"You don't have to be so mean about it," Toby grumbled.

"Moon Drip," Lucy whispered, "could that be the name of the curse?"

"Looks like it," Ben whispered back, "It also looks like these guys could be behind it."

"Yuka, Toby," a new voice called out, and a young woman walked into the cavern, "something terrible has happened."

The woman had violet hair and wore a short, pink-and-black dress with white lace around the edges; she also wore black thigh-length boots and a strange, scarf-like thing around her neck that looked like long feathers.

"What is it, Sherry?" the man now known as Yuka asked.

"It's Angelica," Sherry said mournfully, "she's been attacked, and I'm so sad."

"You're moping around because someone beat up your stupid pet rat!?" Toby asked.

A light bulb went off in Ben's mind, as well as those of the Fairy Tail wizards; that rat that had attacked them was with these guys!?

"Angelica is not a rat," Sherry said fiercely, "she's a brave hunter, prowling the jungle to protect us. She is… _love_."

As their conversation descended into whispers, Ben turned to Happy and twirled his finger around his ear, the universal sign for crazy; the cat nodded in agreement.

"These guys are a bunch of weirdoes," Lucy whispered, "especially the girl."

"Yeah, I've never heard of anyone calling a big, ugly rat like that 'love', before," Ben agreed.

"Intruders, you say?" Yuka's raised voice brought their attention back to the strange trio.

"And it's almost time to begin collecting moonlight again," Sherry sighed, "Oh, this makes me so sad. This news will displease the Cold Emperor; we should get rid of the intruders before he finds out. Yes, we must find them before the moon's first light."

"Agreed," Yuka said, a sadistic smile on his face. Toby only nodded.

"If they were here, then they've seen Deliora, and that means we can't allow them to live," Sherry said, "We shall give them the gift of eternal rest; we'll give them… _love_."

"Um, you're talking about death, right?" Toby asked, confused.

_Okay, that's enough of that, _Ben thought, _Gray might be traumatized for some reason, and we have no idea what these guys are capable of; better play it safe for now._

Picking up a rock, he quickly hurled it down the tunnel and got back behind his cover before the trio noticed him; they did, however, notice the echoing sound the rock made and went to investigate. Lucy let out a breath that she hadn't realized she'd been holding.

"Nice thinking, Ben."

"But why didn't we just jump those guys and _beat_ the information we needed out of them?" Natsu asked grumpily; he'd been itching for a fight.

"We don't know what they can do," Ben explained, "and even if we did beat them, they could just lie to us; I'd rather learn as much as we can, then compare our info to theirs. Besides," he shot a look at Gray, who was still staring at the frozen Deliora, "I don't think Gray is in any shape to fight."

Natsu sighed; as much as he didn't want to admit it, Ben was right. "This job keeps raising more questions."

"Aye," Happy agreed, "like, who is this 'Cold Emperor'?"

"Well, I doubt he's called that because he's all warm and fuzzy," Ben said sardonically.

Gray, meanwhile, was off in his own little world. _Deliora… what could they want with it? And how the hell did they even find it and bring it here?_

"Gray?" Lucy asked, "What do you know about this thing?"

"It was sealed away inside a glacier," Gray said, "In the Northern continent, a decade ago, an immortal demon ravaged the town of Isval. My master, Ur, the woman who taught me my magic, sacrificed everything to seal it. I don't know if it has anything to do with the curse, but that demon doesn't belong here; we have to find out who this 'Cold Emperor' is. If he's tarnished Ur's legacy, he's gonna regret the day he was born!"

"Yeah, whoever was stupid enough to mess with the super-demon probably deserves to get his butt kicked," Ben agreed, "but you need to clear your head, Gray; you're no good in a fight if you're like this."

"Why don't we just take out the stupid demon right now?" Natsu asked, approaching the frozen Deliora, "A little fire'll do the trick."

Something in Gray suddenly snapped, and he punched Natsu in the jaw, sending him tumbling to the ground. Happy gaped at the ice wizard, while Lucy put her hands to her mouth in shock.

"Whoa," Ben said, "that might have been a little overboard, dude."

"What's the big idea, Gray!?" Natsu demanded, getting up.

"I don't want you or your flames anywhere _near _it!" Gray shouted, and then lowered his voice dangerously, "If the ice melts and Deliora gets free, nothing will be able to stop it."

Ben had doubts about that; after all, he'd beaten things way worse that demons.

"Oh, come on," Natsu said, his tone serious, "You really think a chunk of ice _that _big would be easy to melt?"

"Gray," Ben said, "can you tell us how your master stopped this thing?"

Gray nodded. "My master used a spell called Iced Shell to trap Deliora; it made a type of ice that can never be melted. It's so strong that not even the most powerful of fire magic can work. But if these people knew that the ice couldn't be melted, why would they bring it here?"

"Maybe it had something to do with that Moon Drip thing that they were talking about?" Lucy offered.

"You might be right," Gray said, "so if they're going to wait for the moon to come out, then we'll do the same."

"Cool," Ben said, "I haven't done a stakeout in a while."

"Argh," Natsu moaned, "It's the middle of the afternoon, I'll die of boredom!"

Five minutes later, the Dragon Slayer was asleep.

"Well, that was fast," Lucy said, used to her friend's ridiculous behavior by now.

"Aye," Happy agreed.

Ben decided to follow Natsu's lead and take a nap; if they were going to be fighting at night, he was going to get as much rest as possible.

…

Back in the Fairy Tail Guild, Makarov sat at his usual place at the bar, his mind filled with worry. He had four members of his Guild, as well as a guest, who were missing and possibly in terrible danger. He'd hoped that Gray was on his way back with them in tow, but it was looking more and more likely that he was either still looking for them, or had joined them.

"Master!" Mirajane walked up to him, a letter in her hands, "A message came from the archives; you wanted me to let you know when that happened."

"They already have an answer?" Makarov said, slightly amazed; he'd sent a message to some old friends, asking them to find any magic that could send someone to another universe. Truthfully, if the magic did exist, it was probably hidden so well that it would take weeks, even months, to find. He hadn't expected a reply in less than a week.

He opened the letter, quickly reading through it, his expression turning graver with every word; Mirajane noticed this, and had an uneasy feeling.

"Is something wrong, Master? Did your friends find a way for Ben to go home?"

"They did," Makarov said, "but I don't know if Ben will like it."

…

**Another chapter revised, and just a couple more to go before I continue with my original chapter. **


	5. Galuna Island Pt 3

**Ultimate Fairy**

**Chapter 5: Galuna Island **

**Part III**

…

The first thing Ben thought when he woke up was that he was about to be buried alive; at first, he had thought that someone was shaking him awake, but it was actually the cavern that was shaking.

"What's going on!?" he asked, jumping up.

"Is it night yet?" Natsu said, also jumping up, but he seemed more concerned with actually doing something than the possibility of being buried alive.

However, instead of falling rocks, a magic circle appeared on the cavern's ceiling, and a purple light flowed downward, covering the frozen form of Deliora.

"It looks like the cursed moonlight!" Lucy realized.

"That can't be a coincidence," Natsu said.

"Come on," Gray ordered, waving them towards the exit, "We need to find out who's doing this!"

The team ran into the temple, where they found another magic circle feeding more moonlight onto the floor, which was right above Deliora.

"Well, that answers _where _the light is coming from," Ben said, "but not _who _it's coming from."

"Let's check the roof," Gray said.

The team headed up a flight of stairs, which exited on top of the temple; once there, they found a circle of people, their features concealed by robes and masks. They didn't notice the others, focused on chanting to bring the purple moonlight into a column, which was then being sent via magic circles to bathe the frozen demon.

The only thing that the heroes couldn't figure out was _what_ they were doing, and _why_ they were doing it.

"What's the deal with the chanting freaks?" Natsu whispered, as he and the others hid behind some rocks.

"It's an ancient spell, used to collect Moon Drip," a voice from behind them said; Ben nearly jumped out of his skin as he turned to see a young girl with orange hair, a blue dress, pink bonnet and a harp at her side,

"Who the heck are you!?" Ben asked.

"This is Lyre," Lucy explained, "She's one of my Celestial Spirits; I summoned her while you and Natsu were asleep, and she played her music, which can make people feel peaceful."

"That explains the good dreams I had," Ben mused.

"But what isn't explained," Lucy whispered crossly, "is how you're still here, Lyre! I thought you went back to the Spirit world!"

"I see," Lyre said, ignoring Lucy, "so that's what they're trying to do."

"And that would be…?" Ben gestured for the spirit to continue.

"They're using the Moon Drip to melt the ice around the demon below us; with the ice gone, it will be resurrected."

"Okay," Ben said as calmly as he could, "It's very bad, then."

"That's impossible!" Gray hissed, "The ice in an Iced Shell _can't_ be melted!"

"Actually, that's not quite true," Lyre said, "While the Iced Shell is strong, it _can_ be melted by the Moon Drip; focused moon-energy can break any spell."

"Those idiots!" Gray growled, "They've never witnessed Deliora's power before; they have no idea what they're doing!"

"It's possible that what happened to the islanders is actually just a byproduct of this spell," Lyre continued, "They might not have been targeted intentionally."

"Accident or not," Ben said, reaching for the Omnitrix, "people have died because of this spell; this has to end!"

"Yeah!" Natsu said, starting to rise, "Let's make 'em pay!"

"Wait," Lucy whispered, dragging both boys back down, "Someone's coming!"

Sure enough, another man was approaching the circle of chanters. His features and age were obscured by the demonic-looking helmet he wore; he had a blue outfit with a white cloak over it, and armored leggings. Behind him walked three others, Yuka, Toby and Sherry, though they kept a respectful distance.

"If I had any money," Ben said, "I'd bet it all that that guy is the 'Cold Emperor', we heard about."

"Sucker's bet," Happy whispered, "no takers here."

"What a waste," Yuka said, "I lost so much sleep, and all for nothing. We searched all day for the intruders, but never found a trace of them."

"I kept telling you," Toby yelled, "maybe it's because there weren't any traces to find!"

"I have bad news, Cold Emperor," Sherry said to the masked man, "We had intruders earlier today, but didn't find them."

"Ha!" Ben whispered, "I _so_ called it!"

"Shh!" Lucy shushed him.

"Intruders, you say?" the Cold Emperor said in a flat voice.

Ben and Natsu both noticed Gray stiffen when he heard the voice.

"Has Deliora been awakened?" The Cold Emperor asked.

"It should be either tonight or tomorrow," Sherry answered. For a moment, the Cold Emperor was silent.

"The time has almost come," he finally said, "If you see the intruders, kill them; I don't want anyone getting in my way."

"It must have been the villagers," Sherry said, "They're the only other people on this island."

"Then destroy the village, and everyone in it!" the Cold Emperor commanded.

"Yes, sir!" all three said as one, bowing before their master.

Ben felt as if ice had been poured into his veins; these people were going to wipe out an entire village of innocents, on the _possibility_ that they saw a frozen monster!?

"B-but…" Lucy looked as worried as Ben felt, "but the villagers have nothing to do with this!"

"HEY!" everyone turned to see Natsu standing on top of the boulder he'd been hiding behind, "IT'S NOT THE VILLAGERS YOU WANT; _WE'RE_ THE INTRUDERS!"

_Well, the Big Bad is here, _Ben thought, as he stood next to the Dragon Slayer, _this looks like a good chance to finish everything quickly._

"Sorry about crashing the party," Ben said, activating the Omnitrix, "but my loud friend here is right. The villagers didn't do anything to you; we're the ones you want."

"Looks like we have no other choice," Lucy groaned, standing up, "Guess we've gotta fight."

"Aye," Happy agreed.

As the villains eyed their now-revealed enemies, Sherry spotted Natsu's Guild mark.

"I know that symbol," she said to her comrades, "they're from Fairy Tail!"

"They are," Ben said, gesturing to the others, "I'm not."

"Then who are you?" Toby demanded.

Ben grinned. "Just your average, run-of-the-mill superhero."

"It would appear that the village went to the Guilds for help," Yuka commented, "though I can't believe anyone would have the arrogance to call themselves a superhero."

"This coming from a guy whose boss calls himself 'The Cold Emperor'?" Ben shot back.

"It doesn't matter who they sent," the Emperor said calmly, "Your orders are still to destroy the village."

"What!?" Lucy gasped, "But why!?"

"Anyone who stands against me, either deliberately or by accident, is my enemy," the Emperor said in that same flat voice.

"Well, in that case," Ben said, raising his arm, "it's Hero Time!"

After he selected an icon and the plate slid back, he slammed down the dial and disappeared in a flash of green light. In his place stood what looked like an old-fashioned stove with arms and legs. The metal was iron-colored and a dull shade of green. An orange glow illuminated from the grille on the front of his head. The Omnitrix dial was positioned on the dull shaded green lock on his chest.

"**NRG!"** he called out in a Russian accent, then charged forward, "Come on, guys, let's take 'em down!"

Natsu ran alongside the alien, while Gray jumped into the air.

"Stop this right now!" he cried; as he landed, he slammed his hands into the ground and created a shockwave of ice that forced the Emperor's lackeys to jump out of the way.

The Emperor himself, however, slammed a single palm against the ground, creating a wave of his own ice, just as powerful as Gray's, meeting it head-on and canceling it out. Gray stepped back and stared at his opponent.

"Stop it, Lyon!" he shouted.

"Who's Lyon?" NRG, who'd stopped to watch the display, asked.

"He was Gray's fellow student to Ur," Lucy told him, "But I didn't know that the Cold Emperor _was _Lyon!"

"Great, like we didn't have enough problems," NRG complained, "now, it turns out the bad guy is really Gray's old buddy? Just fantastic."

"Lyon," Gray said, his voice hoarse with frustration and anger, "Do you have any idea what you're doing!?"

"Hello, Gray," the Emperor, now identified as Lyon, said, "It's been some time."

"Why would you want to revive Deliora!?" Gray demanded.

"To think that you were one of the wizards that had been sent to help this island," Lyon said, ignoring Gray's question, "Did you come knowing that you would find me? Or is this mere coincidence? Not that it makes any difference to me."

"Is this a friend of yours, Cold Emperor?" Yuka asked.

"Do as you were ordered," Lyon said, though NRG noted that he didn't answer that question, either, "I'll handle the intruders on my own."

"Yes, sir!" all three shouted, before dashing off in different directions.

"Hey, come back here!" Natsu yelled, running around Lyon.

"No! Natsu, don't get near him!" Gray had a panicked look in his eye again.

Lyon didn't even glance at Natsu; he merely held out his hand, and a sphere of ice engulfed the Dragon Slayer's torso, upper arms and thighs.

"Happy, get Lucy out of here!" Gray yelled.

"Aye!" the blue cat sprouted his wings and grabbed Lucy by the back of her shirt, lifting her into the air, despite her protests.

"That wasn't okay, dude!" NRG shouted, charging Lyon, who merely froze the alien in a similar manner.

"No matter what kind of strange creature you are," Lyon said, his tone emotionless, "nothing can get out of my ice."

If he had a face, NRG would have had a smug grin on it. "Are you so sure?"

To both ice wizards' shock, NRG's body began to glow, as if his metal body was melting; however, instead of the armor melting, the ice melted instead! Before Lyon could react, NRG walked over to Natsu and held a glowing hand against the ice that held him. Being careful not to give Natsu radiation-burns, he melted the ice down to only a couple of inches, allowing the Dragon Slayer to easily break the rest with his own strength.

"Happy!" NRG called out, "Take Lucy and warn the village; Natsu, Gray and I will try to stop them, but you should be ready, just in case we can't get them all!"

"Aye!" Happy shouted, then flew off.

"Be careful!" Lucy yelled, before they were gone from sight.

Lyon laughed. "As if those two could stop my minions."

"Seriously, you call them minions?" NRG shook his head. "Man, you've got the supervillain style down pat."

"Don't underestimate the power of Fairy Tail!" Natsu shouted, "Come on, we'll take you on!"

"Not us, Natsu," Gray said, not looking away from Lyon, "just me; you and Ben go after the other three."

"Oh, come on!" Natsu growled, but NRG grabbed his shoulder with a now-cooled hand.

"Natsu, we can't let innocent people get hurt because of us," he said, "and no, I'm not going to go without you, because you'll just get frozen again." Then he turned to Gray. "Can you take him?"

Gray nodded. "At the very least, I can fight him to a draw."

"Fair enough," NRG said, "but make it fast; we might need all the help we can get."

As NRG and Natsu ran off, the Dragon Slayer turned back for a moment.

"Just don't die," he said, before leaving.

Gray remembered saying the same thing to Natsu not too long ago; he had thought that the Dragon Slayer hadn't heard him, but it was possible that he was wrong.

Lyon chuckled humorlessly. "You think you can fight me to a draw 'at the very least'? That's not just reckless; it's also arrogant, Gray."

"Why are you pulling this superior act with me, Lyon?" Gray asked, "We're not Ur's students anymore, so you can't do that!"

"I'm well aware that we're not Ur's students," Lyon said, removing his mask to reveal the face of a young man with spiky white hair, "After all, our beloved teacher is no longer among the living."

"Her final act was sealing that monster away," Gray said, "Are you really so callous that you would destroy our master's legacy?"

"Don't delude yourself," Lyon said, "we both know that _you're _the one that killed Ur."

Gray's eyes went wide and his mouth twisted into a snarl.

"But you don't seem to have any guilt over that," Lyon continued, "how cruel."

…

Off the coast of Galuna Island, another danger was floating towards the shore. A massive ship, bearing the flag of pirates, was closing fast. However, the pirates weren't the ones who were dangerous; in fact, most of them were strewn about the deck, unconscious, severely beaten by the person who'd hijacked their ship.

The captain of the ship, the only pirate still on his feet, and only because he was being forced to steer, glanced at the hijacker out of the corner of the one eye not covered in an eye patch.

"So, why do you want to go to Galuna Island?" he asked nervously, "I mean, it's scary!"

"Just shut up and steer," the hijacker said in a commanding voice, as several of the pirates began to wake up.

"If you drop us off somewhere, you can have the boat," the captain pleaded, "Please, I'm begging ya! I've heard that the island is cursed, and that anyone who sets foot on its soil gets turned into a demon!"

"I will take that chance," the hijacker said.

"B-but why do you have to go there!?" the captain asked, panic in his voice.

The hijacker stepped out of the shadows, revealing herself to be a beautiful young woman with red hair, her body covered in armor; the mark of Fairy Tail was printed on the left side of her breastplate, while a yellow, asymmetrical cross was placed over that.

"When rules are broken," said Erza Scarlet, known as Titania, Queen of the Fairies, "the guilty must be punished. That is all I can tell you."

Despite being thoroughly crushed by her, the pirate crew found themselves warming up to the wizard; it didn't hurt that she was beautiful and they, being pirates, saw that as a bonus.

"We'll help you catch those guys," declared one pirate, despite not knowing who it was that they were chasing. Even the captain was inspired by Erza's courage in the face of the terror that was Galuna.

"All right, ya scallywags," he shouted, "get yer anchors outta yer pants and raise all sails; we're headed ta Galuna Island!"

As the pirates got to work, Erza reflected on why she'd needed to go to cursed island…

…

_It wasn't unusual for the wizards of Fairy Tail to be anxious about something, though it was usually Natsu or Gray who were responsible, but as Erza entered the Guild Hall, she noticed neither wizard was present._

"_Mirajane," she said evenly, "what has happened?"_

"_Oh, Erza, it's terrible!" Mirajane said from her usual place from behind the bar, "Natsu took on one of the S-Class quests!"_

"_By himself!?" Erza asked, but kept her face neutral._

"_No, he took Happy with him," Mirajane said, "as well as Lucy and Ben!"_

_That was even more surprising to Erza; Lucy didn't seem the type to break the rules like that, and from what she'd heard, Ben wasn't even a wizard, even if he could turn into creatures with incredible powers. Why had they done it?_

"_And there's more," Mirajane continued, "the Master sent Gray after them yesterday, but he should have been back by now; he might be hurt!"_

"_Or, knowing Gray, he went along with them," Erza said to herself, but Mirajane still heard it._

"_Oh no! Please, Erza, you have to bring them back, especially Ben; he's never even been on a normal wizard job, let alone an S-Class one!"_

"_Erza, I'm glad you've arrived," Makarov said as he descended from the second floor of the Guild Hall, "I need you to fetch Natsu, Happy, Lucy, Gray and Ben from Galuna Island as soon as you can; they're out of their league."_

"_Understood, Master," Erza said, "I'll head to Hargeon immediately."_

_Erza turned on her heel and walked out of the building, but not before hearing Makarov's comment to Mirajane._

"_Though, if this information is correct, Ben might not see the point of coming back…"_

…

While Erza had no idea what the Master meant by that, and while she didn't know what to do with Ben, since he wasn't a member of Fairy Tail, she did know that the other members of her team had broken important rules of the Guild. If they were in danger, she would rescue them and allow them to recover before they were punished; if they were fine, then their punishment would come all the sooner.

From the Master's tone, however, whatever information awaited Ben would probably be punishment enough…

…

Back at the temple, the group of chanters had been watching the faceoff between Gray and Lyon; the latter remained calm and collected, while the former was starting to tremble in anger.

"Come on, Gray," Lyon said, "We both know that you're the one who murdered Ur, so just admit it."

When Gray didn't answer, Lyon's face finally showed emotion, his eyes going wide with near-mania.

"I'm surprised you have the gall to even speak her name!" Lyon held out his hand, and a spiked mace made of ice slammed into Gray, sending him flying.

Gray struggled to his feet. "Lyon…"

"What's wrong?" Lyon asked, "The guilt finally getting to you? I'm warning you, don't interfere; whether you like it or not, I _am _resurrecting Deliora."

"I won't let you!" Gray snarled; Lyon only smirked.

"It's just like old times," he said, as ice gathered around his hand, "except that I've grown much stronger since then." A magic circle appeared in front of his hand. **"Ice Make: Eagle!"**

From out of the magic circle came a flock of eagles, all made of ice, and headed right at Gray, who put his fist on top of his palm and slammed his joined hands into the ground.

"**Ice Make: Shield!"**

However, instead of crashing against the fan-shaped shield, the eagles flew over and around it, slamming painfully into Gray.

"While _your _specialty is making inanimate objects, Static Ice Make Magic," Lyon said, "_mine_ is creating living creatures, Active Ice Make Magic. Did you forget that my ice has the ability to move fluidly?"

Instead of answering, Gray gathered his magic once again. **"Ice Make: Hammer!"**

A giant sledgehammer flew down at Lyon, who only pointed up with two fingers. **"Ice Make: Ape!"**

A large gorilla appeared and blocked the hammer, both ice structures shattering on impact. Lyon smirked at his foe.

"You still use two hands when casting your spells? How pathetic."

"That's how Ur taught us," Gray said, "Single-handed spellcasting is incomplete and unbalanced!"

"Well, I'm the exception to that rule," Lyon boasted, "I surpassed Ur's skill a long time ago."

That really got under Gray's skin. "Shut your mouth!"

"Regardless," Lyon said, "ever since we were children, you've never been able to land a single hit on me."

Gray brought his hands together again. "I'm a lot stronger now than I used to be!" He slammed his hands against the ground again. **"Ice Make: Geyser!"**

A spiked column of ice erupted from the ground, engulfing Lyon, who didn't even flinch. At first, Gray thought that he'd won, but then the ice cracked and shattered, revealing an unscathed Lyon.

"Nothing has changed," Lyon bragged, "I was always the superior student, and I'm _still _stronger than you. I was able to master single-handed Ice Make Magic, while you still rely on two hands. It's just like the old days; we may have chosen different paths, but we're frozen in time. Our rankings as wizards never changed."

Lyon raised his hand. **"Ice Make: Ice Dragon!"**

A giant dragon emerged from the spell, sending Gray flying into the air, then slamming him into the ground.

"That's why I'm restoring Deliora; to prove that I am more than Ur's star pupil." He didn't even glance at Gray's fallen form. "Even as a child, I only had one dream: to surpass Ur's abilities as a wizard. But you ruined it for me, Gray; after she died, I thought my lifelong dream of surpassing her had been dashed. But then I realized that there was still a way; if I can defeat Deliora, a demon so strong that not even Ur could vanquish it, then I will have exceeded her in power. My dream will finally become a reality!"

Clutching at his side, Gray stumbled to his feet. "Listen to me; that thing destroyed everything we ever cared about, and you want to bring it back? That's insane!"

Lyon's eye twitched.

"Please," Gray begged, "you can't do this!"

Finally, Lyon's composure snapped, and he sent dozens of smaller Ice Dragons at Gray from all angles, further injuring him.

"_Please, you can't do this?_" he echoed, "Really, is that the best you can do?" as Gray fell once again, Lyon continued, "Funny, that's the same thing _we_ said to _you_, the day you challenged Deliora! That Ur lost her life!" with one final Ice Dragon, Lyon sent Gray flying over the edge of the temple, "I can't even bear you speaking her name in my presence; begone!"

With a swish of his cloak, Lyon turned and walked away, not even bothering to look at the unconscious Gray as he fell.

…

Natsu stopped running through the jungle, a strange chill going up his spine; he looked back at the temple, while NRG noticed that he wasn't moving.

"Natsu?" he asked, "Is something wrong?"

"I don't know," Natsu answered, "I just have this bad feeling about Gray; I think… I need to go back for him."

NRG looked at him for a moment, and then gave his best impression of a nod, since he didn't have a neck. "Go after him."

"Are you sure?" Natsu asked.

"Over the years, I've learned to trust my instincts," NRG said, "and if yours are saying to go back, then you should go back. I'll take on those other guys, just go help Gray."

Natsu gave NRG a thumbs-up. "Thanks, man."

"Don't thank me," NRG said, pointing at the temple, "just run!"

Natsu dashed off; NRG watched him go for a moment, before slapping the Omnitrix dial and turning into a blue and black velociraptor with spheres for feet and a mask-like visor over his face.

"**XLR8!"** he shouted in a raspy voice. "Okay, this is much better; I'll catch up to those guys in no time!"

In a blur, he rushed off, determined to stop Lyon's minions before it was too late.

…

At the bottom of the temple, Gray was in so much pain that he could barely even blink. In his pain-ridden state, he saw the shadow of his teacher.

"_Get up, Gray," _she said, before the image resolved into Natsu, "I said, get up!"

"N-Natsu…" Gray whispered.

"Man, you got the snot kicked out of you, huh?" Natsu shook his head. "And you said you could fight him to a draw…"

"W-what are you… doing here?"

"I had a bad feeling, so I came back here," Natsu said, then started to haul Gray to his feet, "Come on; let's get you back to the village."

Gray shook off his hand. "I can walk, Natsu; where're Lyon and those chanting guys?"

"I don't know," Natsu told him, "After I found you, I looked around for them, but I must have just missed 'em. This sucks; I really wanted to get my hands on that Lyon jerk for freezing me!"

Gray took a step forward, but it was all he managed before he began to fall again; he was stopped when Natsu caught him by the back of his shirt. Without speaking, Natsu hefted the ice wizard over his shoulder and began walking towards the village.

After a minute, Natsu spoke up. "I'm sorry if this hurts, but I've gotta start running if we're gonna catch up to Ben and help him stop those guys."

Natsu took off at a brisk jog; it aggravated Gray's injuries, but he endured the pain.

"Hey," he said.

"Yeah?"

"I'm sorry," Gray said, "I'm sorry for not believing in you and the others. I should have known better." Tears slid down his face, showing how ashamed he was for his lack of faith in his friends. Natsu stopped and looked at him.

"Quit feeling sorry for yourself because you lost a fight!" Natsu shouted, "You're a member of Fairy Tail, and we don't give up when times are tough, so put it behind you and keep moving forward!"

It was then that Gray realized that he had broken one of the Guild's cardinal rules; not that he had taken an S-Class quest, but that he had been caught up in the past, instead of heading towards the future. Even as Natsu began running again, causing pain to flare across his battered body, Gray swore to never break that rule again.

…

XLR8 rushed through the jungle, heading towards the village, but never spotted Lyon's goons. He was beginning to worry that they were already at the village, but when he reached the gate, he found Lucy, Happy, the transformed villagers and a maid with pink hair and shackles around her wrists.

"Hey, Lucy," XLR8 called out as he zoomed in, "Is everything all right?"

"Ben!?" Lucy asked, seeing the Omnitrix symbol on his chest; all of his transformations seemed to have that. Then she noticed where exactly XLR8 was headed.

"Ben, wait!"

"Why?" XLR8 skidded to a halt, right on top of a pile of leaves, which gave way and let the alien fall right into a large hole.

"Ow…"

"Wow, that trap actually worked?" one of the villagers asked.

XLR8 climbed out of the hole, then turned back to normal, much to the villagers' shock, since they hadn't seen Ben transform before.

"Why was there a hole?" Ben asked, an eyebrow rose, then he pointed to the maid, "And who is that?"

"Um, in order," Lucy said, embarrassed, "I was trying to make a trap for Lyon's guys, and this is Virgo, one of my Zodiac Spirits. She used her power to dig the hole."

"Hello, sir," Virgo said, bowing.

"Um, hi." Ben looked back at the hole, which was at least ten feet deep. "You did that? Remind me to introduce you to Armodrillo sometime."

Before Virgo could respond, Natsu's voice rang out.

"Hey guys!" he jogged into the village with Gray on his shoulders, "Hey, what's with the hole?"

"Oh man, is Gray all right?" Ben asked.

"He got beat up pretty bad," Natsu told him.

"Lucy made a hole to trap Lyon's guys," Happy explained, answering Natsu's second question.

"That's dumb," Natsu said, handing Gray off to some of the villagers, who began applying first aid.

"Aye," Happy agreed.

"H-hey!" one of the villagers began pointing at the sky, "Look over there!"

Everyone looked in the direction the man was pointing and, to their shock, saw the giant rat flying in the air, using its tail as a propeller and holding a giant bucket. Yuka, Toby and Sherry could be seen on the rat's back.

"How the heck does that even work!?" Ben asked, his brain trying and failing to figure out how the rat was flying.

"What's it got in the bucket?" Natsu asked, deciding to ignore Ben's question, since it was going to hurt his brain.

As if in answer, a fist-sized drop of green goo flew out of the bucket and headed right at Lucy, who stared at it.

"Jelly?" she asked, as it got closer to her.

"Look out!" Natsu shouted, tackling her out of the way. Instead of hitting her, the jelly hit a plant that had been at her feet; when it made contact, both the plant and a few inches of earth beneath it sizzled and dissolved.

"Whoa!" Ben backed away from the steaming hole in the ground, "It's some kind of acid!"

"I knew it smelled deadly," Natsu growled, helping Lucy to her feet.

"T-that rat has a whole bucket of that stuff!" a villager cried, "It's gonna drop it on the village!"

Above them, the rat Angelica threw the bucket over the village, releasing a wave of jelly large enough to cover the village and everyone in it.

"How do we stop _that_!?" Lucy screamed.

"I need everyone to get to the center of the village!" Natsu yelled as he started to run, "Let's go, Happy!"

"Aye, sir!" Happy flew in behind the Dragon Slayer and picked him up, flying straight at the jelly.

Ben, realizing what Natsu had planned, activated the Omnitrix and after finding the alien icon he wanted, he slammed down the core when it popped out. When the flash of light from his transformation faded, there was a giant turtle with large flippers for arms and legs; he had holes in the front of his shell, with the Omnitrix dial in the center.

"**TERRASPIN!"** he cried in a sleepy-sounding voice, and then withdrew his head into his shell and jumped into the air; his legs joined together into a single flipper, and all three began to spin around like the blades of a helicopter. Terraspin flew off in pursuit of Natsu, hovering just below him.

"Natsu!" he yelled, "Do what you're gonna do; I'll back you up!"

"Got it!" Natsu responded, then gathered fire around his hands, then put them together to create a massive ball of fire. **"Fire Dragon Brilliant Flame!"**

With a mighty heave, Natsu hurled fire right at the center of the jelly, causing an explosion that scattered the goo, leaving a safe area around the center of the village. Knowing that it might not be enough, Terraspin righted himself and focused his power, shooting a tunnel of wind and spinning in a circle.

As the wind blew the jelly further away, one of the villagers noticed that Chief Moka wasn't with them; instead, he was kneeling at his son's grave, his arms wrapped around the headstone, and there was jelly headed right at him!

"Chief, run!" the villager cried.

"No!" the old man yelled, "I won't leave Bobo's grave!"

All the villagers cried out in fear and grief as the jelly covered their leader; as the mist created by the acid dispersed, however, a figure strode out, carrying the shaken chief.

"Do you wish to punish him for not listening to you, Princess?"

"Virgo!" Lucy cried with a smile, glad that she hadn't sent the spirit back to her own world.

As Terraspin, Natsu and Happy landed, they were crowded by villagers who wanted to express their thanks for saving their lives, even if most of the village had been destroyed. Virgo was also thanked for saving their leader's life, until she disappeared back into the spirit world; the only one who didn't speak to them was Moka, who stared at where he'd been only moments before.

"Bobo's grave is still standing," he whispered, happy that the resting place of his son was undisturbed.

That changed, however, when Yuka's foot kicked the headstone over, causing the wizards and the superhero to glare at the man.

"The Cold Emperor has commanded us to eradicate the village _and _its people," Sherry said coldly as she, Yuka and Toby approached, Angelica right behind them, "We were trying to show mercy by making your deaths quick and painless; but since that didn't work, we'll have to do this the hard, painful way."

"Hey, lady," Terraspin said angrily, "death by acid is _not _painless!"

Lyon's lackeys ignored him.

"Three wizards, a few dozen villagers," Yuka commented arrogantly, "This shouldn't take more than, oh, fifteen minutes."

"Ready to rock, guys?" Terraspin asked.

"Yeah!" Natsu said.

"These creeps are going down!" Lucy yelled.

"Aye!" Happy shouted.

"Okay, I'll take dog-boy over there," Terraspin said, "Natsu, take eyebrows; Lucy, go after rat-girl."

The wizards and cat nodded, but their enemies were clearly offended.

"I'm not a dog!" Toby yelled.

"Eyebrows?" Yuka repeated, his hand going to his forehead.

"R-rat-girl!?" Sherry screeched, "Oh, you are _so_ dead!"

Seeing that both sides would be showing no mercy, the villagers quickly retreated, though they had to drag a raging Moka, who wanted to punish the ones who'd desecrated his son's grave; they also had to carry Gray, who Natsu had knocked out when the ice wizard tried to join the fight.

"It doesn't matter," Sherry said, though she was clearly still angry, "we won't stop until everyone in this village is dead; right, Angelica?"

The rat hissed maliciously, and then spun her tail, taking off right after Sherry hopped onto her back.

"I'm not going to let you get away!" Lucy yelled, leaping at the rat and grabbing one of its claws; then she realized what she had just done. "Oh no! I got too excited and jumped on!"

"Oh, for crying out loud," Terraspin groaned, holding one flipper against his face.

"Yep, she's stupid," Happy commented.

"Or insane!" Natsu added.

Lucy, deciding to make the best of the situation, was doing what she could to stop Sherry and her rat; of course, the only thing she could do was punch ineffectually at the claw she held onto. When that didn't work, she tried tickling the rat's foot; to everyone's shock, not only was Angelica ticklish, but she was so much so that she lost control and crashed!

"Wow," Yuka commented, "she's going to be ticked."

"I don't have any ticks!" Toby yelled.

"I wasn't talking to you," Yuka replied, exasperated.

"I hope she's okay," Terraspin said.

"I'll go check on her," Happy said, sprouting his wings and flying off.

"Hey Ben," Natsu said, "After we finish with these guys, could you go after him?"

"Sure," Terraspin replied, "let's make this quick."

The turtle alien spun his flippers once again and launched himself at Toby, both of them skidding across the ground, while Natsu hopped over Yuka's head and shot a breath of fire at him; Yuka only barely blocked it with a blue barrier.

"Fire from your mouth?" Yuka asked, "Don't tell me that you're the Salamander of Fairy Tail?"

Natsu didn't reply, but he glanced out of the corner of his eye to see Terraspin rise, then slapped the Omnitrix dial. In a flash of green light, he was replaced by a tall alien with a turquoise colored crystal body with two spikes jutting out from its back and wore black pants and a black sleeveless shirt with a green stripe going down the center. The Omnitrix dial was in the center of a green and white belt around his its waist.

"**DIAMONDHEAD!"**

Toby hopped to his feet with a cocky smile. "I'm good!"

"You know," Yuka said, drawing Natsu's attention back to him, "we used to be in a famous Guild ourselves, so neither of you should blow us off. In fact, the famous Iron Rock Jura is from the same Guild; surely, you've heard of Lamia Scale?"

"Nope," Diamondhead answered nonchalantly, causing Toby's jaw to drop, "Never heard of Iron-whoever, either."

Natsu didn't even give a snarky reply, instead shooting another blast of fire at Yuka's face, which was blocked by another barrier.

"Hey, cut it out!" Yuka shouted, "Listen when I'm talking to you!"

"Why?" Natsu asked, "You think I care what Guild you're from, or who the other members are? We came here to help these people and you're the ones who put them in danger in the first place! That makes you Fairy Tail's enemy, and that gives me more than enough reason to fight you."

"As for me," Diamondhead said, "I might not be in a Guild, but I know the difference between right and wrong, and I know that you guys are definitely not in the right!"

"Toby," Yuka said calmly, "take out the Take-Over wizard; I'll handle the Salamander."

Toby growled and leaped at Diamondhead, who caught his fist with one hand.

"Bad doggy," Diamondhead said with a smirk, "no biscuit!"

"I'm not a d—ooph!" Toby was interrupted by Diamondhead's fist going into his jaw, knocking him back.

"By the way," Diamondhead added, "I'm _not _a wizard!"

Toby hopped back to his feet and lunged at Diamondhead, grabbing him in a headlock with one arm and punching him in the side of the head with the other. However, since he was called Diamondhead for a reason, all Toby got was a bruised fist. The dog-like man jumped off and growled.

"You know," he said, "your friend over there is lucky; Yuka is tough, but _I'm _even stronger!" his fingernails then turned green and extended several inches. "These are my Mega-Jellyfish Paralyzing Claws! You'll never guess what they do!"

"Um, paralyze you?" Diamondhead asked; Toby's jaw dropped.

"How did you know that?" he gasped, "You got ESP or something?"

"No," Diamondhead said, "you're just stupid."

"No one talks to me like that!" Toby yelled, swiping at Diamondhead, who jumped back out of reflex, "With one swipe from my claws, you'll be frozen, just waiting to die!"

Toby tried slashing him again, but instead on dodging, Diamondhead held up his arm to block. Had his arm been made of flesh, Diamondhead would have been in trouble; as it was, Toby's nails shattered.

"OW!" Toby cradled his wounded hand, and then glared at the alien. "I'm gonna kill you for that!"

"Hey, wait a minute," the Petrosapien said, then held a hand to his forehead, "You got something on your face, right about here?"

"What is it?" Toby asked, pressing his fingers against his own head; unfortunately for him, the hand he used was the one with undamaged claws, so he ended up paralyzing himself. As he fell to the ground, Diamondhead burst out laughing.

"Oh, man! I can't believe he fell for that; funniest fight ever!"

Once he recovered from his bout of hilarity, he looked over at Natsu's fight, which was still ongoing. The Dragon Slayer kept shooting blast of fire, but each attack was blocked by the same blue barrier.

"It's useless," Yuka commented, then pointed two of his fingers like a gun, **"Wave!"**

A blue blast of energy shot forth, narrowly missing Natsu, who shot out more fire, which was easily stopped.

"The energy that I use disrupts all types of magic," Yuka said smugly, "which means that none of your spells will work against me!"

"So that's why my fire couldn't break down his barrier," Natsu said, understanding.

"I specialize in anti-wizard magic," Yuka continued, "something I was known quite well for in Lamia Scale. For you see, all wizards are helpless before me; even you!" he held out his hand again.

"**Wave!"**

Natsu dodged another blast, the charged forward, his fists wreathed in fire, but his punch was stopped yet again by Yuka's barrier, his flames instantly extinguished.

"Don't you have any other moves?" Diamondhead demanded, not sure if he should help or not.

"It doesn't matter what he can do," Natsu said, "I'm not going to let him off the hook!"

With that, he punched his forearm clean through the barrier, inches away from Yuka's face.

_Guess it only stops his arm when he's using magic, _Diamondhead thought, but was then startled when Natsu started to scream in pain; his arm, still inside the barrier, was rippling, like it was an image distorted by water.

"You put your bare arm inside of a vortex of magical energy," Yuka said, "not smart."

Instead of answering, Natsu smashed forward, shoving his head and part of his torso into the barrier.

"Your magic is no match for my brute strength!" he yelled, clearly in pain, but forcing past it.

Diamondhead wasn't sure if he should be impressed with the Dragon Slayer's tenacity, or worried that he was going to die.

"It doesn't matter," Yuka said, though his composure was clearly broken, "Your flames are useless inside the vortex!"

"But I can still use them _outside_," Natsu said, grinning, "and that gives me a great idea!"

A jet of fire shot out of his elbow, acting as a booster to force his fist towards Yuka's face.

"**Fire Dragon Flame Elbow!"**

The force of the punch was enough to send Yuka flying; when he hit the ground, he didn't get up again. Natsu wiped his hands, and then noticed that Ben had won his fight.

"Nice job, Ben. How'd you beat dog-boy?"

Diamondhead shrugged. "Tricked him into paralyzing himself."

Natsu laughed. "Ha! That's hilarious; I wish I'd seen that!"

"You didn't do too bad yourself," Diamondhead said, then crossed his arms, "But seriously, did you just make up that flame elbow move? Because, honestly, I can't believe you already knew a move like that."

Natsu looked away. "Well, it worked, didn't it? Besides, those guys were a joke, anyway."

"Yeah, I bet either of us could have taken on both of them by ourselves," Diamondhead agreed, before the Omnitrix dial on his belt blinked green, then red.

"What was that?" Natsu asked, before moving over to Bobo's fallen headstone and righting it.

Diamondhead turned back into Ben before answering. "It's a warning; it just means that I've only got about a half hour of power left in the Omnitrix, so I'm gonna stay human for a couple of minutes and let it recharge."

"What happens if you use all the power?" Natsu asked.

"I turn back to normal, and then I have to wait about five minutes before I can transform again," Ben told him.

"Five minutes!?" Natsu said, impressed, "That's all!?"

"Yeah, but sometimes, if I'm not careful, I'll transform back at really bad times," Ben said sheepishly, "Like when I'm in midair."

"Yeah, that sounds bad," Natsu agreed, not comfortable with the concept of falling to his death; thank goodness Happy was always close by. Speaking of whom…

"Hey, Ben, weren't we going to go after Happy and Lucy?"

Ben smacked his forehead. "I'm such an idiot! I forgot!"

"Okay, you go after them," Natsu said, "I've got an idea about what to do with that frozen demon."

"Really?" Ben asked, and then narrowed his eyes, "Your plan is more than just punching it, right?"

"Yes, I have an actual plan!" Natsu yelled indignantly, "Now go help Happy and Lucy!"

"All right, all right!" Ben ran off in the direction he'd seen Angelica fall, "Just be careful, okay?"

"Yeah, I will!" Natsu watched Ben leave, and then looked around. "Now, which way was the temple, again?"

…

When Ben reached his destination, he found that the giant rat had gotten out of the crater it had created when it crashed; thankfully, it had left large tracks for him to follow. He eventually made his way to the beach, where he found the giant rat unconscious, laying next to Sherry, who was also out cold.

"Wow," Ben said to himself, "did Lucy do all this?" He didn't know that the blond girl was so powerful; either that, or Sherry was just as weak as Toby and Yuka.

"Ben!" Happy's voice cried out, "Run for your life!"

Ben turned around, only to find a sword pointed at his throat; his eyes followed the blade to the armored arm that held it, and then to that arm's owner.

"Oh, hi," he said, giving his best smile, "you're Erza, right?"

The Fairy Queen only gave Ben a hard stare, causing him to laugh nervously.

"Um, I can explain?"

…

**A/N: One more chapter to edit! Yes, for some of you wondering, Diamondhead is wearing the outfit from Omniverse because I liked it. Another thing, NRG looks like he did from Ultimate Alien. Not that there were really any serious design changes to him in Omniverse, I just thought it was pointless putting that handle on his head. Really? Oh yeah that sure looks cool…not! **


	6. Galuna Island Pt 4

**Ultimate Fairy**

**Chapter 6: Galuna Island **

**Part IV**

…

Ben Tennyson had been on the receiving end of glares from dozens, if not hundreds of people over the years, whether they were from Gwen because he did something stupid, or from one of his enemies because he did something to anger them. As a result, the glare he got from Erza Scarlet barely got more than mild concern from him.

_Though, _Ben thought to himself, _the sword does raise that 'mild' to a 'moderate'._

"Ben Tennyson," Erza said, not moving her blade from Ben's throat, "I do not care what your explanation is."

"Aww," Ben mock-whined, still trying to make light of the situation, "but it's such a good story!"

Lucy and Happy, the former sitting on the beach, tied up by Erza, the latter being held by his tail in her free hand, looked at each other incredulously; the mighty Erza had her sword at his neck, but Ben was still acting so carefree! Erza, on the other hand, didn't appear fazed in the slightest; instead, she gestured slightly with her sword.

"Come with me; we are going to get the others and go back to the Guild." Then she lowered her sword and began walking towards the village; Happy was still in her other hand, while Lucy followed, though she had some trouble standing, since her upper body was tied up.

"Hey, wait a second," Ben protested, "Gray's hurt, and Natsu is still…"

He didn't get to finish his sentence; Erza whipped her sword around again, the blade pushed against his throat, her left eye blazing with fury, while her right was concealed by her long hair. To the surprise of the Fairy Tail members, Ben didn't flinch.

"We _can't _leave," Ben said slowly, never breaking eye contact, "Gray is hurt, and I don't think he can be moved, Natsu if off in the jungle doing who-knows-what, there's an evil wizard who wants to resurrect a super-demon, and the villagers here have been living under a curse for three whole years.

"I'll go with you to the village to check on Gray, but I'm not leaving this island until these people can go outside without being afraid of turning into monsters, or being killed by wizards."

Slowly, the wrath in Erza's expression faded to a more neutral demeanor, and she lowered the sword again.

"I will wait until Gray is well enough to move," Erza finally said, "and then I will gather Natsu and we will all leave this place; you are not a member of Fairy Tail, and thus I cannot order you to leave. However, it is dark out; for your own safety, I suggest that we do not go after Natsu until daybreak."

Erza hated it when someone defied her, but she knew that she didn't really have any authority over Ben, so the best she could do was try to keep him in one place, at least until she could come up with another way to convince him to leave the island.

Ben didn't want to admit it, but Erza was right; Natsu had told him that he had a plan, but he didn't know what the Dragon Slayer was going to do, nor where he was going and Ben knew that he wouldn't be able to help anyone by fumbling around in the dark.

"Fine," he said, "I'll wait until then."

…

The next day, when Gray woke up, he noticed two things; first, that he was in a tent, but otherwise ignorant of his surroundings and second, that his pain had lessened greatly. With some effort, he stood up, noticing that someone had bandaged his torso, shoulders and head.

Stepping out of the tent, Gray shielded his eyes against the afternoon sun; around him was a mass of tents, similar to the village, but it was clearly located somewhere else.

"Oh, thank goodness," a voice from behind Gray said, causing him to turn and see one of the village girls, "I'm glad you're awake."

"What is this place?" Gray asked, being careful not to stare at the girl's cursed leg, which was blue and almost insect-like.

"It's a storage area, not too far from the village," the girl answered, "Everything was destroyed in the attack last night, so we decided to come here for shelter."

"The whole village was destroyed?" Gray asked, horrified. Then he remembered Lyon ordering his lackeys to raze the village and kill everyone inside.

_I can't believe you actually tried to do it, Lyon, _Gray thought, disgusted with his fellow student.

"You know," the girl said, "it's a miracle that Natsu, Lucy and Ben were here; because of them, everyone in the village survived the attack."

"It's a relief that no one died." Gray said, grateful for his friends' actions. "Are the others still here?"

"Well, Lucy is, but after the fight, Natsu disappeared, and Ben went after him this morning; they wanted you to meet them over in that tent." The girl pointed to the tent in question.

After thanking the girl, Gray made his way over to the tent and walked inside. For a moment, he went cross-eyed, trying to take in several things at once; first, there was Lucy and Happy, tied up and looking thoroughly miserable, and then there was the girl whose wrath haunted his nightmares, Erza Scarlet. Though she sat calmly, her legs crossed and her hands folded over her lap, her eyes told of a very different, very violent mood.

"You made me wait," she said in a calm, yet dark, tone, "not smart."

The only thing that kept Gray from bolting was that he was still exhausted from his fight with Lyon.

"Erza!" Gray desperately wracked his brain for something to take the heat off of himself, "Um, why are Lucy and Happy tied up? And why _isn't _Ben?"

"Lucy informed be of the situation," Erza said, not answering Gray's first question, "and Ben is not a member of the Guild, thus I had no control over him. He went off to find Natsu."

If Gray wasn't worried that Erza might kill him, he might have noticed that Erza's expression darkened slightly when she mentioned Ben.

"As it is," Erza continued, "I thought that you had been sent to stop these fools, not join them; needless to say, I'm disappointed. However, now that you're up, we're going to search for Natsu and Ben, and then we will go back to the Guild."

"But we can't leave the island just yet!" Gray protested, "If Lucy filled you in, then you know what these villagers are going through!"

Erza barely glanced at him. "And what would be your point? I came here solely for the purpose of taking you all back to the Guild; I'm not interested in anything other than that."

"Seriously!?" Gray yelled, "Have you even seen the people on this island!?"

"I have," Erza said evenly.

"And you're just gonna turn your back on them!?" Gray demanded.

"Their request is posted on the Request Boards of every Guild Hall; the villagers would be better served by wizards who are cleared for S-Class quests. You, on the other hand, are not qualified."

"How can you be so heartless?" Gray asked.

Erza whirled around, furious. "What did you say!?"

As cold as Erza acted, she was far from heartless; she did everything in her power to make sure that innocents were spared from pain and suffering. However, the safety of her Guild, her family, would always take precedence over the safety of strangers. If she had to live with guilt over that later, she would, but the guilt would be tempered by the knowledge that those she cared for were safe.

A magic circle appeared in front of her hand, and a sword emerged; she grabbed the hilt and pointed the blade at Gray.

"If you break the Guild's rules, then you will face the consequences."

Gray flinched, but then steadied himself; to everyone's shock, he then grabbed the blade and placed the tip over his chest, right above his Guild mark.

"Do what you must," Gray said, steel in his voice, "I can't walk away from what I know is right."

For what seemed like an eternity, neither Gray nor Erza broke eye contact; finally, Erza lowered the sword, and Gray walked to the tent-flap.

"I'm not Ben," Gray said, before he left, "I can't save an entire universe; all I can do is save the people in front of me. That's why I'm going to see this through to the end… and you can't stop me."

After he was gone, Erza trembled in anger, before leveling a glare at the bound Happy and Lucy, causing them to panic; they thought that Erza would take her rage out on them.

"We're sorry!" Lucy shrieked, "We have no control over any of them!"

"Gray's not feeling too good," Happy added desperately, "because he lost a fight with his old friend!"

Faster than either of them could blink, Erza swung her sword, slicing through the ropes that held them.

"These events are intolerable," Erza finally said, "but we'll deal with the immediate problem first; we're going after them!"

"Hooray!" both Lucy and Happy cheered.

"This doesn't change anything," Erza growled, "You're still going to face punishment."

Their faces fell. "Yes, ma'am."

…

"Oh man, this sucks," Natsu groaned to himself as he finally made it to the temple, "I came up with a great plan, but then I got lost and fell asleep!"

"At least you got here at all!" Ben's voice called out from behind him, causing the Dragon Slayer to spin around; Ben was leaning against a tree, an amused smile on his face.

"Ben? How did you know I'd be here?"

"It was kind of obvious," Ben said, "You said that you had a plan to stop the demon from coming back, and Deliora is under the temple; you'd have to come here to do… whatever it is that you're planning. I'm just surprised that you got lost!"

Natsu scowled when Ben started to chuckle. "Hey, it's not my fault; I'm used to searching for stuff from the air with Happy!"

"It doesn't matter anyway," Ben said dismissively, "We're here, so let's wrap this up before Erza gets her hands on you."

"Erza's here!?" asked a panicked Natsu.

"Yeah, but she doesn't really have any control over me," Ben said, "So she couldn't stop me from helping you."

"Great!" Natsu grinned and held up his hand, "Let's go! I'm all fired up!"

Ben gave him a high-five. "Yeah! It's Hero Time!"

…

Lyon stared at his remaining subordinate, his arms crossed. "How pathetic; you're the only one still standing, Toby?"

The dog-man in question shifted nervously, sweat growing on his brow.

Lyon sat down. "Those Fairy Tail wizards, and the Take-Over wizard who was with them… they're quite impressive, and clever, too, if they were able to trick you into paralyzing yourself."

Toby flinched, putting one hand against the bandage on his forehead. "Hey, can we keep the whole 'shocking myself' thing a secret?"

A new voice intruded on the conversation. "This unfortunate turn of events could put the resurrection of Deliora in jeopardy."

Toby jumped at the sudden appearance of a small, hunched man who wore worn, red clothes, a gray cloak and a red, horned mask that covered the upper half of his face. His mouth, the only visible part of his face, showed a wide grin.

Lyon hid his surprise well, not even batting an eye. "Zalty, you're as stealthy as ever."

The man known only as Zalty was an enigma to Lyon and his allies; though he provided them with good information, he never cowered nor groveled before Lyon's power.

"If all goes as planned," Zalty said, "the demon should awaken at some point tonight, but we have to keep an eye on those wizards; if they were to interrupt the Moon Drip ceremony, then Deliora would forever remain entombed in ice. Salamander and Titania are very powerful, as is that Take-Over wizard, and there is a good chance that they could foil our plans."

"As always," Lyon said calmly, "you seem remarkably well-informed. However, I can't say that I'm worried; those fools may be strong, but they're no match for me."

"I was hoping you'd say that," Zalty said eagerly, "so it's very reassuring to hear. Still, allow me the honor of joining you in battle."

"Hold up," Toby said, "you're a wizard!?"

"Yes," Zalty said, "it's been a while since I used it, but I've dabbled in a particular kind of Lost Magic."

Lyon considered it for a moment; Zalty hadn't done anything to betray his cause. "Sure, we could use another wizard."

Zalty opened his mouth to say something, but was interrupted when the temple suddenly began to shake!

"Is it an earthquake?" Toby asked worriedly.

"I don't think so," Lyon said; the shakes were coming in little bursts, not a long quake, and it seemed to be happening on only one side of the temple. Toby, however, hadn't figured it out yet.

"It's all coming down!"

Finally, with one last rumble, the temple suddenly tilted to one side, nearly causing Lyon, Toby and Zalty to lose their balance and fall. They thought that it was over, but then a blast of fire ripped its way up through the floor, nearly frying them.

"What is the meaning of this!?" Lyon demanded. Zalty looked into the hole in the floor and grinned.

"I should have known that Salamander would make the first move, though I would have thought he'd come alone; it seems he brought the Take-Over wizard with him."

Below them, several levels of the temple down stood Natsu and a large armadillo that looked like it was covered in yellow armor.

"Told you Armodrillo's power would work," the alien said smugly.

"Yeah, yeah, don't go rubbing it in," Natsu grumbled good-naturedly, "I'm just glad that I had help for this. Usually, I break stuff by accident; I'm not used to destroying stuff on purpose."

"What are you two doing here!?" Lyon demanded.

"We're knocking this place over," Natsu said.

"Yeah," Armodrillo continued, "That way, you won't be able to shine moonlight on the demon!"

Before they had begun demolishing the temple, Natsu had explained to Ben that magic, for the most part, followed the path set by the direction of a magic circle. If the circle from the Moon Drip was tilted, the light wouldn't be able to go straight down onto Deliora; if the temple was shifted far enough, it wouldn't even touch it.

Ben had to admit, it was pretty smart on Natsu's part; after transforming into Armodrillo, the two spent some time destroying the support columns on one side of the temple, Natsu using his enhanced strength and firepower, and Armodrillo using his tremor-powers, causing it to become unbalanced.

"How dare you!" Lyon raged, "Who do you think you are!?"

"I already told you," Armodrillo said cockily, "I'm a superhero!"

Natsu decided not to engage in any sort of banter; instead, fire shot out of the bottoms of his feet, propelling him upwards like a rocket.

"Didn't know he could do that," Armodrillo said, then slapped the Omnitrix dial, turning into an orange pterodactyl with a jetpack on his back.

"**ASTRODACTYL!" **he yelled, then activated his jetpack and flew after his friend.

"What kind of Take-Over is that!?" Lyon asked, but by then, Natsu had wrapped his own body in flames and collided with him head-first.

"**Fire Dragon Sword-Horn!" **the impact didn't even slow Natsu down; he and Lyon were nearly at the ceiling when Lyon's body began to crack like glass and then shattered.

"Dude!" Astrodactyl squawked, having caught up just in time to see the hit, "Did you just kill him!?"

"No, he didn't," Lyon's voice came from behind them, "he hit my Ice Fake."

Astrodactyl quickly slapped the Omnitrix dial again. **"NRG!"**

Lyon grimaced, remembering what NRG had done to his ice the last time; instead, he focused on Natsu, who was just starting to fall.

"Let's see you dodge in midair!" Lyon held out his hand. **"Ice Make: Eagle!"**

The flock of Ice Eagles darted towards the falling Dragon Slayer, but Natsu only angled his face upwards and shot a breath of fire, propelling him into NRG's arms and out of danger.

"Smart move," NRG complimented, putting Natsu down, "Using your breath as a thruster; very nice."

"Thanks," Natsu said, grinning; then his smile disappeared. "Look out!"

Another flock of Ice Eagles was headed right at them, but NRG only placed himself between Natsu and the approaching magic; the ice might have been strong, but it still shattered against NRG's armor. In return, NRG shot a blast of radiation from the grille on his helmet, causing all three enemy wizards to duck. When NRG stopped his attack, Natsu hopped on top of his head in a hand-stand, then began to spin his legs around, shooting jets of fire from both feet. Lyon managed to dodge again, but in doing so, _he _ended up in midair, allowing both Natsu and NRG to send their respective ranged attacks at the Cold Emperor.

Just before the attacks hit, Zalty held out a hand, and the floor beneath the two suddenly grew brittle and turned to dust, sending the two plummeting to the lower levels of the temple.

"Very fortunate, Cold Emperor," the masked man said, "luck is on your side."

Luck, however, wasn't on the side of Toby, who had been scorched by one of Natsu's attacks.

"Can we keep the whole 'Toby got charred' thing a secret too?" he whined pitifully.

"What did you do?" Lyon asked, suspicious of Zalty's unknown magic.

"Whatever do you mean?" Zalty asked innocently.

"Don't play dumb with me," Lyon snapped, "Your magic had to have caused that hole in the floor."

"Heh, don't you have ever the watchful eye?" Zalty commented, "Please allow me to explain my actions, sir; you're the only one strong enough to defeat Deliora, so it's imperative that you remain safe until his resurrection."

The air around Lyon became dense with a cold fog. "Are you suggesting that _I _could fall victim to such paltry magic?"

With a twitch of his finger, the floor, walls and ceiling of the room they were in became coated in a thick layer of ice. The only parts that didn't freeze over were the parts of the floor that the three stood on, and the hole that Natsu and NRG had fallen through.

"Leave me," Lyon commanded, just as NRG and Natsu climbed back up, "I can take care of this myself. Once I finally defeat the demon, everyone will worship my name, Cold Emperor Lyon; I've worked too hard to let these two brats tarnish this day."

"Bit full of himself, huh?" NRG asked Natsu.

"Yeah," Natsu agreed, then directed his attention back to Lyon, "Besides, why do you want to fight Deliora? The thing looks half dead already! You're going to all of the trouble to melt that ice, just so you can fight it!?"

"When you put it like that," NRG said, "it does sound kinda stupid."

"I must rise above Ur's legacy," Lyon said, even as he sent another wave of Ice Eagles at the two, "I will not rest until I have fulfilled my dream!"

"Why go this far?" Natsu asked, dodging the attack, while NRG simply endured it, "Can't you just challenge Ur and be done with it?"

"I would if I _could_!" Lyon snapped, "But Ur has been dead for years, and it's all Gray's fault! If he hadn't challenged Deliora to a fight, Ur wouldn't have had to sacrifice herself to seal the demon away!"

Natsu remembered Gray telling him that Ur had sacrificed everything fighting Deliora. "I didn't know that she'd died sealing it."

Distracted by the revelation, Natsu didn't notice the Ice Eagle until it was inches from his face; it was only stopped when NRG's fist knocked it off-course.

"Hey man," NRG said to Lyon, "I get that you're angry, but what you're doing is hurting innocent people; I never knew Ur, but if she was willing to sacrifice her life to stop Deliora, I'm pretty sure she'd want you to stop what you're doing."

"How dare you!" Lyon sent a wave of ice at NRG, who stopped it with a concentrated beam of radiation.

Despite being outnumbered, as well as facing an elemental disadvantage, Lyon was doing an admirable job of fending off his opponents, matching them move-for-move. Still, all three fighters knew that sooner or later, Lyon would either make a mistake or simply run out of energy, while Natsu and NRG seemed to have energy to spare.

"Do yourself, and us, a favor and just give up!" NRG demanded.

"I'd never give you that satisfaction," Lyon calmly replied.

"Oh, you're asking for it," Natsu said, his fist wrapped in flames.

Just as they were about to clash again, the wall next to them began to crack, until it shattered, revealing Gray!

"Good to see you on your feet, Gray," NRG said, surprised that the guy had managed to make his way from the village's storage area to all the way over here. "Where are Lucy and Erza?"

"They're fighting those robed goons; they shouldn't have too much trouble. Now, both of you back off," Gray said to NRG and Natsu, "it's time Lyon and I ended this once and for all."

"No way, man!" Natsu said, "You already lost to him once!"

"And it won't happen again," Gray said confidently, "I'm ready this time."

"You seem awfully cocky," Lyon said; Gray was quiet for a moment.

"You were right, Lyon," Gray said, "I _am _responsible for Ur's death."

Lyon's eyes narrowed.

"But you're no better," Gray continued, "You threatened my friends, brought harm to the villagers and now you're trying to destroy what Ur gave her life to create. It's time we faced our punishment together."

Gray widened his stance, stretching out his arms, and then crossing them at the wrists. While NRG and Natsu were confused, Lyon looked absolutely terrified.

"That stance… not the Iced Shell!"

Both NRG and Natsu were shocked; they knew that Ur had used the technique Iced Shell to seal Deliora away. It was also what killed her; was Gray planning to make the same sacrifice?

"Are you insane?" Lyon demanded, "You wouldn't dare!"

"If you want to live," Gray said, "change the villagers back to their human forms, and then leave this island and never return!" a magic circle appeared under Gray's feet. "If you'll agree to that, I'll stop; otherwise, this is the end."

Lyon's confident smirk returned. "Is that so? Well, I don't believe a word of it; you're bluffing!"

In response, a torrent of ice began to spread from the magic circle.

"No, I'm not," Gray said his tone deadly serious.

"You'll die!" Lyon tried to use his own magic to block the attack, but it was blown away by the sheer power of Gray's spell.

"Don't do it!" Natsu shouted; he would have been knocked back by Gray's magic as well, but NRG grabbed his arm, his own body too heavy to be thrown back.

"Come on, man," NRG yelled, "this isn't how you should stop him!"

"All these years, I've lied to myself," Gray said, "I didn't want to admit that Ur died because of me, but she did, and it's time I took responsibility. So I will, here and now; I'm not afraid to die, if that what it takes!"

"Stop this now!" Lyon was practically pleading.

"What's it going to be, Lyon?" Gray demanded, "Are we going to die, or are we going to live? It's up to you!"

"You wouldn't," Lyon said, a hint of a sneer on his face, "you're not brave enough to give your life! You're too much of a coward!"

"Just watch me," Gray whispered.

_Natsu, Ben, all my friends in Fairy Tail, the rest is up to you, _he thought, _I don't want to leave, but my time is up._

"**Iced Sh…"**

Gray's spell was interrupted when NRG's fist came down on his head with a loud _clang_. Gray fell to his knees, stunned, giving Natsu enough time to force his arms behind his back.

"What the _hell _do you think you're trying to pull!?" NRG demanded; Ben almost never swore, but he couldn't help it in the face of Gray's stupidity.

"What about you two!?" Gray shot back, struggling to break Natsu's arm-lock, "When I got here, the first thing I said was to get back!"

"And I said no way!" Natsu growled.

"I've got a score to settle with this guy!" Gray protested.

"How is killing yourself 'settling a score'?" NRG asked, "If anything, dying and leaving us to clean up the mess just makes you a coward."

Gray flinched, and then slumped; he hadn't consciously thought about it, but perhaps he really _had _been using the Iced Shell as an excuse to escape the guilt. While he felt terrible about what happened to Ur, the thought of leaving his friends to pick up the pieces after he was gone made him feel even worse.

Before Gray could apologize, the room began to shake.

"Oh, what now?" asked an exasperated Natsu.

The room, as well as the rest of the temple, had been resting at an angle; however, it was now falling back to its original position. In a few moments, it was as if the damage that Natsu and Ben had inflicted had never happened.

Natsu let go of Gray and began stomping the ground in frustration, while NRG was just confused; what the heck had happened?

"This is bad," Gray said, getting back up, "now the moon's gonna shine on Deliora!"

"Pardon the interruption," Zalty said, entering the room; he had slipped out during the fight between Lyon, Natsu and NRG.

"I should have known," Lyon said calmly, "_You_ did all this?"

"The moon will be out soon," Zalty replied, "so I thought I'd straighten the temple for you."

"That weirdo fixed the temple all by himself?" Gray asked; impressed by the level of power that must have required.

"And after all the trouble we went through to mess it up, too," Natsu complained, then shook his fist at Zalty, "Hey, so what'd you do to fix it, huh?"

Zalty looked at Natsu in surprise, as if noticing him for the first time, then laughed maniacally.

"TELL ME HOW YOU FIXED IT, YOU JERK!" Natsu screamed.

"Well, if everything else is in order, I'll go prepare the Moon Drip ceremony," Zalty said, then ran off.

"Would you quit ignoring me, you masked freak!" Natsu shouted, and then began to chase after him.

"Oh, he is _so _asking for it," NRG growled, also annoyed with Zalty; he slapped the Omnitrix dial, and when the green flash faded, he was replaced by a tall, humanoid figure that seemed to be made of magma. His head was surrounded by fire, and his hands were oversized; the Omnitrix dial was on his chest.

"**HEATBLAST!"** he shouted in a deep voice.

Before Natsu left the room, he spun around and pointed at Gray. "Ben and I'll handle that masked jerk; I'll leave Lyon to you."

Gray was surprised, as was Heatblast; after Gray had almost killed himself, Natsu was suddenly trusting Gray to beat Lyon?

Natsu turned around, his back to Gray. "It'll look bad if you lose again."

"Yeah," Gray said determination in his tone.

"Not just for you," Natsu continued.

"I know what you mean," Gray said, and then he and Natsu said as one, "but for all of Fairy Tail!"

_Wow, _Heatblast thought, _they take their pride pretty seriously._

Natsu took off after Zalty; Heatblast gave Gray a thumbs-up, and then went after the Dragon Slayer.

"My, my," Lyon said after they left, "Such a boisterous group you are."

"Let me ask you something," Gray said, "a second ago, when I was gonna freeze us both, were you counting on either Natsu or Ben to stop me before I could finish?"

"No," Lyon answered, "the opposite, in fact; I never thought that anyone would be foolish enough to get near a spell like that."

"So you were just going to stand there and take the hit?" Gray asked, surprised.

"Exactly," a smug Lyon said, "Because someone would come to rescue me; you, on the other hand, would be finished for good."

"I should have known," Gray murmured to himself.

"Certainly, it would have been inconvenient," Lyon continued, "however, my allies are as devoted to my cause as I am, and as long as we're on this island, they can use Moon Drip to melt the ice whenever they saw fit."

Gray looked down. "I didn't think of that; I guess the Iced Shell is completely useless here."

_And my sacrifice would have been for nothing, _he thought.

"Even so," Lyon said, "you _still _want to fight? After what happened last time?"

Gray didn't reply.

"Don't fool yourself," Lyon laughed, "you could never…"

"That's enough," Gray interrupted.

"What?"

"Just forget about Deliora," Gray said softly.

"What kind of nonsense is this?" Lyon asked, genuinely confused. "Your threats don't work, so you turn to begging? Does your Guild have dentist that removes your fangs, or are you just a coward?"

"Lyon, there's something I have to tell you," Gray said.

"What is it?" Lyon asked, now annoyed.

"Ur… is still alive."

…

"Natsu, slow down a second!" Heatblast yelled, even as he ran after the Dragon Slayer.

"No way!" Natsu called back, chasing the still-fleeing Zalty, "Not until he tells me how he fixed the temple!"

Finally, Zalty stopped running and pointed his hand at the spot above Natsu; a chunk of the ceiling came loose and fell right at him!

"Look out!" using jets of fire from his feet, Heatblast rocketed towards Natsu and tackled him out of the way. "See, _that's _why you should have waited for me!"

"Sorry," Natsu said sheepishly, then noticed that Zalty wasn't done; the masked man waved his hand, and the chunk of ceiling lifted back to where it was the damage disappearing like it was never there.

"That's how I fixed the temple," Zalty explained.

"You reversed time, didn't you?" Heatblast asked.

From the way that Zalty whipped his head around to look at Heatblast, he was surprised.

"Yes, I did; how did you figure it out so quickly?"

"I know someone who can do the same thing," Heatblast said, remembering Professor Paradox, "but he's a lot more subtle than you."

"Hmph," Zalty appeared a bit put out, "Still, this magic is extremely rare, rare enough that it is one of the Lost Magics, a type of magic so powerful and dangerous that it has been lost to history."

"Explains the name," Heatblast muttered.

"Your Dragon Slayer magic is another example of Lost Magic," Zalty continued, gesturing at Natsu.

"Wow, really?" Natsu asked.

"Seriously, dude?" Heatblast asked, "I thought people who used magic had to know their stuff before they could use it?"

Before Natsu could reply, Zalty laughed and vanished, much to the irritation of his opponents.

_Why is it that time-travelers love to disappear like that? _Heatblast wondered.

…

Lyon didn't move a muscle, staring at Gray with wide eyes.

"The Iced Shell doesn't actually kill its caster," Gray went on, "it uses their body to form the barrier; the ice keeping Deliora sealed away, which you've been trying to melt, _is _Ur. She isn't dead; she lives on in that ice."

Lyon just stared at him.

"I'm sorry that I never told you the truth back then," Gray said, "Ur made me promise to keep it a secret. She worried that if you knew, you'd spend the rest of your life trying to change her back."

"Of course," Lyon mumbled.

"It's over," Gray declared, stepping closer to Lyon, "There's no reason to go through with this anymore."

Lyon raised his hand, but before Gray could react, he placed it against Gray's right side and sent an icicle straight through him! Gray fell to his knees, clutching the wound in agony; it didn't feel like it hit anything vital, but it still hurt.

"You idiot," Lyon said, "I know how the spell works; I can assure you that she isn't alive anymore. That's nothing more than a chunk of ice!"

Gray pulled the ice out of his side and tried to rise. "You… you knew all along?"

"Knowing is one thing, believing is another, and if you truly believe that Ur is alive in there, then you're an even bigger fool than I thought."

"You knew the truth?" Gray said through teeth clenched in pain and rage, "And you still did this!?"

"And what of it?" Lyon asked, as Gray got to his feet. Before he could react, Gray had covered the distance between them and delivered a punch that sent him flying into the wall.

"I-impossible!" Lyon gasped, "How can you move with that wound?"

"Enough," Gray said, his voice turning as cold as the magic he used, "I wanted to save you, but I give up now."

Lyon staggered to his feet. "You want the title of star pupil for yourself? Well I'm sorry, but I have to fight against Deliora soon, and I'd rather not waste my magic energy on you."

Gray took a fighting stance. "Then we'll just use our fists instead!"

"Ha! You want me to fight you without using magic? That's fine by me."

Gray made the first move, charging forward, but Lyon moved around his punch and struck him in his wound, nearly making him fall to the ground again.

"Aim for your opponent's weak spot, then hit it with all your might," Lyon mocked, "Ur taught us that, remember?"

"You have no right to speak her name!" Gray attacked again, but Lyon drove his knee into Gray's gut, winding him.

Stunned, Gray was left wide open for a barrage of punches and kicks from Lyon.

"What a shame," Lyon said, sounding bored, "your fists are as weak as your magic."

Every time Gray tried to attack, Lyon would counter, sending him hurtling to the floor or into a wall. Despite that, Gray actually started to smile; his own stubbornness reminded him of all the times that he and Natsu had fought when they were younger. He hadn't given up then, and he wouldn't give up now! He got up one more time; seeing this sent Lyon into a rage.

"I should have killed you when I had the chance!" he yelled, both men's fists hitting the other's face; for a moment, they were stuck like that, before a burst of strength from Gray sent Lyon crashing into another wall.

"You're gonna have to step up your game if you want to beat me!" Gray shouted. Lyon rushed forward again and the two began exchanging hits. "I've never given up before, and I won't give up here! I'm not going to lose to you!"

With a final roar, Gray sent Lyon flying, and this time, he didn't charge back in; instead, Lyon used a chunk of ice to drag himself upright, panting heavily.

"The Cold Emperor," he said angrily, "defeated in battle by the likes of you!? I won't stand for it!"

"Then get over here," Gray panted, "and fight!"

Gritting his teeth, Lyon pointed his hand at Gray. **"Ice Make: Ice Dragon!"**

A giant dragon of ice flew at Gray, clamping its jaws on the wizard; fortunately, Gray was able to break the ice enough that he was able to fall out of the construct's mouth. Still, it was another painful wound.

"I thought we agreed not to use magic, Lyon!" Gray said, getting back up.

"Don't be such a poor loser," Lyon said, "This duel was pointless from the start. Deliora will be revived either way; it's far too late to stop me now!"

"I won't stop trying!" Gray said defiantly.

"Try all you want," Lyon said, "but Zalty is preparing the Moon Drip ceremony as we speak."

"Natsu and Ben won't let him," Gray said, smiling, "The second you underestimate Natsu is the second you lose, and Ben has more tricks up his sleeve than anyone I've ever met; your friend doesn't have a prayer."

…

Zalty stood before the frozen form of Deliora, his grin in full force.

"At long last," he whispered, before the sound of yelling made him dodge a fiery punch.

"There you are!" Natsu yelled, "I'll burn that stupid smile right off your face!"

Zalty dodged another attack, this time a stream of fire from Heatblast, who glared at Natsu.

"What part of 'wait until I'm in position' did you not understand?" he yelled at the Dragon Slayer.

"I couldn't help it," Natsu protested, "He pisses me off!"

Zalty laughed. "The term 'hot-headed' certainly applies to you, Salamander; by the way, how did you manage to find me?"

"I followed my nose," Natsu said, "For some reason; you reek of lady's perfume."

Heatblast blinked, and then pointed at Zalty. "You have issues."

Zalty laughed it off. "I'd love to stay and chat, but I have other things to do."

"Like trying on nail polish?" Heatblast joked, but didn't get a reaction.

"Like reviving Deliora," Zalty responded.

"Just forget about it already," Natsu said confidently, "It's not gonna happen."

"Really?" Zalty asked in mock-concern, "Why is that, pray tell?"

"Because Gray is gonna kick that ice-guy's butt," Natsu said.

"And _we're _gonna kick _your _butt!" Heatblast added.

"We'll just see about that," Zalty said in an almost-serious tone, then pointed at Deliora.

To the shock of Natsu and Heatblast, there was a stream of Moon Drip hitting the ice!

"Someone's performing the ceremony?" Natsu asked.

"But I thought Gray said that Lucy and Erza were taking care of it?" Heatblast wondered.

"They took out the chanters," Zalty confirmed, "but Toby snuck out during the fighting and is performing the ceremony on his own. It won't be much Moon Drip with only one person, but it will only take a little more to free the demon anyway."

Sure enough, a huge chunk of the ice began to crack and shatter, causing Natsu to panic.

"Ah! I gotta get up there and stop him!" he rushed to the exit, but Zalty used his magic to once again send a chunk of ceiling falling at him; Natsu barely dodged in time.

"I'm afraid that neither of you are going anywhere," Zalty said with a sadistic smile, "I guess chasing me was a mistake."

"No, not getting you to shut up is a mistake!" Heatblast yelled, shooting a ball of fire at the masked man.

"Are you sure you want to do that?" Zalty asked, "You might make the ice melt faster."

Natsu sent a breath of his own fire Zalty's way, only barely missing him. "If the ice could be melted with fire, you wouldn't have had to go through all this trouble! Bluff all you want, but once we're done here; all we gotta do is stop the ceremony!"

"And here I was, thinking you weren't that clever," Zalty laughed, "but it seems that I was wrong."

Behind the combatants, the frozen body of Deliora began to shake; the vibrations were strong enough to make the entire temple shudder.

…

"Why do I get the feeling that that wasn't Natsu or Ben?" Gray asked, feeling the temple shake.

"The ceremony is nearing completion," Lyon said triumphantly, "the ice sealing Deliora is melting away."

_Ur… _Gray thought.

"There's nothing you can do," Lyon continued, "it's too late to stop it; you and your friends have failed!" an icy mist gathered around him, "Do you have any idea how long I've waited for this, Gray? All these years, I've been gathering allies and obtaining knowledge; it was fortunate that I found this place." He sent a flock of Ice Eagles at Gray, who barely dodged them. "It wasn't an easy task, transporting Deliora to Galuna, and the Moon Drip has taken three years!"

Backed into a corner, Gray raised an Ice Shield, letting the Ice Eagles shatter against it. "You've been working on this stupid plan for three years!?"

"Stupid!?" echoed an outraged Lyon, "How dare you say that! You've spent the last _ten _years peddling your life away in some foolish Guild!"

Finally, Lyon's barrage broke Gray's shield, but he was able to dodge Lyon's latest attack. "Because I put my faith in what Ur taught us! She said that in the western countries, there were lots of strong wizards to teach me; so I went west, and I joined Fairy Tail. I asked Master Makarov if he knew any way to break the spell, but he said there wasn't, except for one way; he wouldn't tell me what it was, but I bet he was thinking about the Moon Drip."

Gray looked at Lyon with cold hatred. "After everything Ur did for us, taking us in, raising us, training us… you'd still kill her without a second thought. You make me sick."

"Say what you will, I don't care," Lyon said, "my entire life has led up to this moment. Our master is long dead; if we want to prove that we have surpassed her, what can we do in her absence?" a dragon head surrounded Lyon's hand, and he lunged at Gray. "There's only one answer: Deliora! I will surpass our master by defeating what she could not!"

Gray bobbed and weaved, avoiding Lyon's attacks. "I'll admit, that's a pretty ambitious plan, but I can't help but think that you missed the point along the way!" Gray quickly created a sword of ice and shattered Lyon's dragon-fist. "Someone as blind as you could never be better than Ur, not in a hundred years! Wake up, Lyon!"

Gray slashed his sword across Lyon's chest, but instead of falling to his knees, Lyon shattered into a pile of ice; it was another Ice Fake!

"Fooled you, didn't I?" Lyon said from behind him, **"Ice Make: Snow Tiger!"**

A giant tiger of ice leaped at Gray who, despite his wounds, did an impressive back-flip over the beast and pointed his palms downwards.

"**Ice Make: Prison!"**

An ornate cage appeared around the tiger, trapping it; Gray stood on top of the prison and glared at Lyon.

"You see this, Lyon? This is what you are," he said, "a beast in a cage, lashing out at a world he barely knows!"

"Utter nonsense," Lyon snarled, waving his hand, "I'll make quick work of that ice!"

Despite his claims, the tiger within the prison could not get free, no matter how much it struggled. Lyon stepped back in shock, as Gray jumped down in front of him.

"Single-handed spellcasting is too unbalanced; your creations will let you down when you need them the most."

Gray placed his hands together, and a magic circle appeared under his feet; when he separated his hands, a large bazooka appeared in them, which he then aimed at Lyon.

"**Ice Cannon!"**

The cannon fired the blast so powerful that it blew a gaping hole through the side of the temple. Lyon fell to the ground, his clothes shredded and his body covered in wounds. Gray lowered the cannon, slightly disappointed; he had only glanced Lyon with that shot, though whether Lyon had managed to dodge at the last second or if he'd subconsciously missed on purpose, Gray didn't know.

"Thanks for teaching me that move, Ur," Gray said softly, then groaned in pain; he looked at the wound Lyon had inflicted with that icicle, and then used his magic to freeze it shut. "Ow, I knew I should have sealed this sooner."

He would have relaxed, but a noise rang out throughout the temple. It was a noise that haunted his nightmares, even though he hadn't heard it in ten years; it was both a high-pitched screech and a low growl that nearly paralyzed him with fear.

Deliora.

…

In the depths of the temple, Natsu and Heatblast tried to block out the noise, as the ice around the frozen demon cracked and fell apart.

"Yes!" Zalty shouted exuberantly, "It's free!"

…

"Was that the demon?" Erza asked, as she, Lucy and Happy made their way into the temple, after they'd defeated Lyon's troops.

"Oh no," Lucy gasped, "they brought it back to life!?"

"Hey, wait," Happy pointed at a purple column of light, "if the demon is back, why is the Moon Drip still coming down?"

"Perhaps Deliora isn't completely revived," said Erza, tapping her chin in thought, "Which means that we can still stop it; come on!"

…

"Oh crud," Heatblast said, "this can't be good."

"I'm done wasting my time with you!" Natsu said, and ran at Zalty, but a green sphere collided with his head, sending him flying. The sphere flew towards the small masked man, where it orbited around his wrist.

"Ready when you are," Zalty said, grinning.

"Why, you…" Natsu charged Zalty again, and the green sphere headed right at him; this time, Natsu shattered it in a single blow. Before he could celebrate, however, the pieces came back together, reforming the sphere!

"He's doing that time-reversal thing, Natsu!" Heatblast yelled. Then an idea hit him. "Dude, I've got a plan; I'll take care of everything else, you just get ready to attack again!"

"Got it!" Natsu said, as Heatblast slapped the Omnitrix dial; he now turned into a large, copper robot with long, thick arms, stubby legs and a clock-winder sticking out of the top of his head.

**"CLOCKWORK!"** he cried out in a German accent, "You're not the only one with time-powers, jerk!"

Zalty sent his orb at Clockwork, who held out a hand, where a green beam of light shot out; as soon as it hit the orb, it froze.

"I can freeze time, sucker!"

Zalty snarled, and then used his power to undo what Clockwork's power; the alien only froze it again. This continued for several minutes, with both fighters looking more tired with each attack.

"It would appear that we are at a stalemate," Zalty said, smirking.

"Maybe," Clockwork said, "but I know something that you don't know."

"What's that?"

"I can use more than one hand at a time!" Clockwork raised his other hand, and a beam of green light struck the wizard, pausing him in time. "Natsu, now!"

"All right!" the Dragon Slayer charged forward. **"Fire Dragon Iron Fist!"**

The blow sent Zalty flying, though his body was still stuck in the same position; Clockwork's power would wear off in a little while, but he was no longer an issue.

The roaring Deliora was.

…

On top of the temple, Toby fell to the ground in pain, Erza standing over him with a raised sword. Even though he'd been defeated, Toby still looked triumphant.

"You're too late! The ceremony is already completed; Deliora is free!"

…

With a twitch of its shoulders, Deliora shook off the last of the ice and took a step forward.

"No," Gray's voice caused Natsu and Clockwork to turn and see the limping ice wizard walking towards them.

"Sorry Gray, we couldn't stop it," Natsu said, "I guess our only choice is to take that thing down."

"What he said," Clockwork said, before the Omnitrix dial began to blink red; then Ben turned back to normal, then fell to his knees in exhaustion. "Oh, come on! I didn't think that Clockwork's power drained it that fast!"

The roar of Deliora sounded again, making everyone flinch.

"None… none of you are strong enough," Lyon's voice weakly called out behind them, and they saw the Cold Emperor dragging himself towards the demon, an insane smile on his face. "But I am… _I _will defeat Deliora."

"Dude," Ben panted, Clockwork's power tiring him out more than he'd expected, "right now, you couldn't defeat a wet paper bag."

"S-silence!" Lyon shouted, "I _am _going to surpass Ur… at long last."

"You can't fight," Natsu said incredulously; even _he _wasn't this stubborn, "You can't even get up off the floor!"

Lyon ignored them, continuing to drag himself across the ground; then, with titanic effort, he hauled himself to his feet.

"My dream… will be… fulfill—ugh!"

Gray didn't allow him to finish, knocking Lyon out with a single blow to the head.

"Thank you, he was really annoying," Ben said, feeling his own energy return; while some of his aliens drained his energy and timed out the Omnitrix faster, he always recovered quickly, though in this case, the Omnitrix might not recharge in time to fight Deliora.

"I just wanted him to stop; he's done enough damage." Gray stared up at the demon. "Ben, you were right."

"About what?" Ben asked.

"About how killing myself, and letting my friends finish the fight, is cowardly; I'm not going to run away like that ever again." He grinned at Natsu and Ben. "I'm gonna fight this freak; you guys want in?"

Natsu grinned right back. "Oh yeah! Let's do this!"

Ben smiled, but then glared at the white and green watch on his wrist, slapping it a few times. "Come on, you stupid watch, I need you right now!"

Deliora took another step forward, the single act enough to shake the entire cavern. Ben, who was still shaky, fell forward, landing right in front of the demon.

"Ben!" both Gray and Natsu yelled, running forward to help their friend.

Deliora raised a fist to crush Ben, who instinctively held up his arms. The demon's fist flew forward, but it was met by the combined fists of both Natsu and Gray; amazingly, the giant fist was held back, even though the fist was bigger than either wizard's entire body.

Then, before their very eyes, Deliora's hand began to crumble into dust! The effect traveled up the demon's arm, until the entire monster had literally gone to pieces.

"Whoa," breathed Ben, "either you guys are a lot stronger than you thought, or that thing _really _didn't live up to all the hype."

"No…" Lyon muttered, "Deliora was already dead. For ten years, Ur's spell was gradually depleting the demon's life-force; what we just saw was its last breath."

"Wow," Natsu said, patting Gray on the back, "your teacher was pretty awesome!"

"Yeah," Gray said, a few tears falling down his face as he realized that his nightmare was finally over, "She was."

For Ben, the next few minutes became a blur; first Lucy, Happy and Erza arrived, the latter causing Natsu to freak out. In an act of compassion, Gray helped Lyon out of the temple; Lyon himself looked almost peaceful, as if the destruction of Deliora caused his manic obsession to fade.

"Oh yeah!" Natsu cheered as they exited the temple, "We totally finished an S-Class quest all by ourselves!"

"You're right!" Lucy said excitedly, "Do you think Master Makarov will let us onto the second floor now?"

The celebratory mood was shattered by Erza's glare; even Ben, who knew he wasn't really in trouble, felt unsettled by it.

"Isn't there something you're all forgetting about?" Erza demanded, "You came to this island to help the villagers; the request was for you to return them to their original forms. This quest still isn't completed."

"Aw, man," Ben moaned, "can't it ever be easy?"

…

**Alright, the editing to **_**The Incredible Muffin**_**'s chapters is completed. The next chapter and the final for the Galuna Island saga and beyond will be my original work. Before I continue to chapter seven, I will complete season 1 for my other story "Ben 10: Prime Force". I have about three to four more chapters to go before I'm finished with S1. **

**Like **_**Muffin**_** did, Clockwork's powers will drain the Omnitrix to a certain extent. Giving Ben a weakness or a few so that he doesn't completely dominate every fight is a good idea. If he did win every battle with little to no effort, then the story would be plan dull and boring. **

**For any of you trolls out there that argue Ben should be perfect in every aspect, you guys are stupid! Nobody is perfect, especially Ben Tennyson. He has proven that in every series! Though he is an awesome hero, he does have his moments. But hell that's what we like about him. If he was perfect or if any character in any story was perfect, there'd be no point at all in writing it. **

**Next chapter: Galuna Island Part V **

**Should be up around late February or early March, depending on how soon I can get Season 1 for Prime Force completed. **


	7. Galuna Island Pt 5

**A/N: Well folks, here's what all of you have been waiting for, chapter seven! My first original chapter in all this; it's sadly not **_**The Incredible Muffin**_**'s, but I'm confident I can continue with this crossover from here on out. **

**No disclaimers. It's obvious neither Ben 10 nor Fairy Tail belong to me. If they did, well…I wouldn't be on FanFiction, now would I? No funny jokes, sadly I have none. Anyways, enough of my preening and on with the show…or story! **

…

**Ultimate Fairy**

**Chapter 7: Galuna Island **

**Part V **

…

**Galuna Island **

Ben, Natsu, Gray, Lucy and Happy were all feeling ecstatic after defeating Lyon and his followers and stopping the resurrection of the super-demon, Deliora. However, their celebratory mood was immediately shattered by Erza's glare, which made everyone, including Ben, feel unsettled.

"Isn't there something you're all forgetting about?" Erza demanded, "You came to this island to help the villagers; the request was for you to return them to their original forms. This quest still isn't completed."

"Aw, man," Ben moaned, "can't it ever be easy?"

"But I don't understand." Lucy said. "The curse should've been lifted now that Deliora is dead."

"Wrong," Erza replied. "This curse you keep talking about never had anything to do with the demon. The villagers have been affected by the intense magical energy from the Moon Drip spell. In other words, Deliora's death isn't going to change their situation whatsoever."

"W-What? Oh no," Lucy's eyes had widen from realization as she placed a hand over her mouth in shock.

"Well we better go and change them back." Natsu exclaimed happily.

"Aye sir!" Happy agreed as both exchanged high fives.

"Yeah, but we don't know how." Gray said, then his face then lit up when he had an idea. He turned to Lyon, who was seating against a boulder behind him. He had taken off his body armor, leaving him in a blue jacket, black pants, and steel boots. "Lyon, do you know?"

"To be quite honest, I don't have a clue." Lyon answered impassively.

Natsu and Happy looked at him incredulously.

"You don't know?" asked Natsu.

"What?" Happy added in disbelief.

"Okay, something's not adding up." Ben said. "The villagers told us that the curse started around the same time you guys got here."

"When we first arrived here three years ago," Lyon explained, "we were aware that there was a village somewhere on this island. But we had absolutely no reason to communicate with the villagers, so we left them alone. They never came to the temple to see what we were up to."

"In three years, you've never once met?" Erza said disbelievingly.

"I don't understand. The light from the Moon Drip is so bright you can see it practically from any point on the island. It's kinda weird they saw it every night and never went to investigate." Lucy noted.

"Yeah," Ben agreed, a brow arched. "There is something fishy about this."

"FISH?!" a now excited Happy yelled. "Where?"

"I didn't mean fish, I meant like there's something odd about those villagers." Ben deadpanned.

"Aww…" a disappointed Happy moaned.

"The spell didn't transform the villagers." Lyon continued. "The Moon Drip has no effect on the human body."

"What?" Gray inquired dumbfounded.

"Yeah right," Natsu accused, "you're just saying that so you and your lackeys will be off the hook."

"Just think about it." The former 'Cold Emperor' said. "I've been exposed to it longer than they have and my appearance hasn't changed one bit."

"Oh yeah! That's true." Lucy realized.

"That does make sense." The Omnitrix bearer admitted.

"I wouldn't trust them." Lyon warned, crossing his arms over his chest. "Those villagers are hiding something, but I'm sure you Guild wizards can handle it."

"I'm technically not part of their Guild." Ben pointed out.

"We're not done with you." Natsu stated. "You destroyed the entire village and…"

The Dragon Slayer's ranting was stopped when Erza squished his cheeks together.

"That's quite enough, Natsu." Erza ordered.

The Queen of the Fairies retold Toby's explanation for why the agreed to help Lyon. It turns out Lyon's followers had lost their families, friends, and everything they owned to Deliora. He convinced them that if they helped him free it, he would kill it, and obtain revenge for all of them.

Ben and the rest of the team felt for those people, and could understand why they did it. Nevertheless, to Ben, that still didn't justify their actions in threatening the villagers only to get vengeance upon a demon that was already locked away in a huge chunk of ice.

"They were only doing what they believe to be right. So there's no need to criticize them for it." Erza explained. She then let go off Natsu's face cheeks. "Now, let's go."

"But what are we going to do to lift the curse." The pink haired wizard inquired.

"I have no idea." Erza replied.

"Oh great…" Lucy muttered.

Erza, Natsu, Ben, Lucy, and Happy walked away toward the storage area, leaving only Gray and Lyon behind. The former looked at his old friend with sympathetic look.

Lyon simply glared at him. "What do you want?"

"I know you don't want to hear it, but you really should join a Guild. You'll make new friends, make new rivals, and maybe even find a new dream to live for." Gray answered.

Lyon's expression brightened a bit, but he then turned away with an angry scowl. "Whatever," he grumbled, "just get out of here!"

Gray smiled slightly as he turned and walked away.

…

The team had just arrived at the storage area that was serving as the villagers' temporary home. However, something wasn't right. There wasn't a single soul present throughout the mass of tents. Only the sounds of an owl hooting or other forest animals could be heard.

"That's weird." Happy noted. "Where is everybody?"

"Are you sure they came here?" Natsu inquired skeptically.

"Yeah, this has been their camp." Lucy replied, though she too was confused about this dilemma. "I wonder where they could've gone."

"They couldn't have gone too far." Ben said, looking around. "I mean where else could they have gone?"

"HELLO!" Happy called out, flying above the ground.

"Since we're here I'm gonna grab some bandages and some medicine." Gray stated as he went inside a tent.

Suddenly, a villager man with green reptilian skin, black shorts, and a tail turned the corner of a tent.

"You made it back! There's something you need to see." He yelled with an enthusiastic tone. "Please just follow me to the village."

…

The shape-shifting hero and group of wizards followed the mutated man to the village, only to be met with a shocking sight. The entire village was repaired! It looked just like it did when the team first arrived on the island. The villagers were walking around, clearly excited and perplexed how their home was suddenly fixed.

'_Whoa! How the heck did this happen?' _Ben thought dumbfounded.

"Are you kidding me?" an awestruck Lucy said.

Happy flew by Lucy, he too was amazed. "Yesterday it was a total mess but now it looks perfect."

"What's going on here?!" Natsu demanded, knocking his fists against a building wall. "Everything looks the same. It's like the village went back in time!"

"Now that it's fixed you probably shouldn't touch anything, okay Natsu." Lucy suggested half-heartedly.

"Are you saying I destroy everything I touch!?" Natsu yelled.

"Well…kinda," Lucy sighed.

Natsu's angry expression shifted into one of thought. "Back in time," he muttered. He then remembered Zalty and his time powers. Ben, however, overheard Natsu and he too came to the same conclusion as the Dragon Slayer.

"Natsu," said Ben, "you think that…_he_ did this?"

"Nah couldn't be." Natsu whispered, placing a hand to his chin in contemplation. "Unless he had a change in heart,"

The brunette haired teen shrugged. "It's possible."

"What are you two whispering about?" Lucy asked.

Ben and Natsu turned to the blonde mage, sheepish grins on their faces.

"Nothing! Nothing at all!" Ben replied.

"Besides, who cares, right?" Natsu followed up.

"Not me," Happy said.

The trio then walked off, but in Happy's case, he flew behind them, leaving an utterly confused Lucy. "What are you two talking about?" she asked.

"OH," Lucy gasped, a thought entering her head. "I forgot about our stuff."

The Celestial mage ran off to their tent, along the way, she encountered the village chief, Moka kneeling by his son's grave.

'_Bobo's grave is back.' _Lucy thought. _'That's good. I'm sure the chief must be relieved.' _

Lucy stood behind him, not saying a word. A moment later, Moka glanced back at her. "You and your wizard friends used magic to restore our village, didn't you?"

"W-well…I…uh…" Lucy stuttered. She had no idea how the village was restored and didn't know how to tell the chief that she and her friends were not responsible.

The village chief pulled up on his staff and stood up, turning to face Lucy. "Hmph, I can't tell you how much I appreciate it. However, I must know…" his look became more intense, "…when are you wizards finally going to destroy the moon for us?! Well!?"

Lucy started shaking in fear under the chief's glare, but she was quickly saved when Erza approached them.

"Destroying the moon is a simple task, sir." Erza answered casually.

"What?" Lucy, Happy, Ben, and Gray remarked in shock.

"She's kidding, right?" Ben implied.

"Don't know, but it did look like she said it with a straight face." Gray muttered.

"Aye," Happy added, "maybe she's gone crazy?"

"But before I do that I have to ask you all a few questions." Erza stated. "Would you mind calling in everybody for a meeting?"

…

Later, after having all the villagers gathered in front of the main gate, Erza and the rest of the team stood in front of them.

"Let me get my facts straight, the first time everyone began to take these demonic forms is when the moon turned purple, am I correct?" Erza asked.

"Yes," answered Moka, "during the day we are fine but when the moon comes out we transform into what you see now."

"And the moon first turned purple three years ago, right?" Titania inquired, pacing side-to-side with her hands behind her back.

"Wow…has it really been that long?" a villager asked.

"Yeah," one replied, though he too sounded stunned.

"We've learned that the Moon Drip ceremony has been performed on this island every night for the last three years, and each night it produced a beam of light so brilliant that you couldn't have possibly missed it." Erza explained.

Suddenly, with a shriek, Erza stepped onto a pile of leaves and fell into a hole, which startled everyone.

"Whoa…even Lucy's lame trap is back." Happy said.

"She screamed…like a girl?" Natsu whispered in awe.

"Yeah…and it was kinda cute." Gray added.

"At least I'm not the only one who fell into that hole." Ben muttered, feeling a little better.

"I AM SO GONNA BE DEAD MEAT WHEN SHE GETS OUT!" Lucy screamed hysterically.

Erza climbed out of the hole and stood back up, acting as if nothing ever happened. She crossed her arms over his chest armor. "Seriously, didn't you ever wonder where that light came from?" The scarlet haired wizard asked the villagers.

The villagers, however, weren't really focused on her question, rather how she had gotten out the hole in a nonchalantly matter. Some even had drops of sweat running down their heads.

"She got up like nothing ever happened?" one whispered.

"Yeah, she must be pretty tough." Another added.

"I don't understand," continued Erza, "why didn't anyone investigate?"

The villagers looked at each other and talked, however, it sounded as if they had no answer for her question. This made Ben's brow rise in skepticism.

'_She's got a point. Why didn't they investigate? And why do they all look confused?' _wondered Ben.

"Well…" Moka responded, "We would've looked into it but according to village lore we are forbidden to never go near that temple."

"Who cares about village lore when your people are dying?" Lucy countered. "You obviously knew there was a problem, which is why you contacted the magical Guilds."

"Um…well," the chief trailed off.

Erza had her attention directed to Moka, and asked, "Why don't you tell us what's _really_ going on here?"

"Well…to be honest, we don't even know that ourselves." The village chief confessed. "Allow me to explain, we tried to investigate the light many times. We took up weapons we never had to use, I trimmed and stylized my side-burns, and then we ventured into the jungle to the temple many times.

"But we could never get near it. We could see it through the trees, and then suddenly we'd find ourselves back at the village gates."

"But…how's that possible?" Lucy asked confused. "It doesn't make any sense."

"We got to the temple without any problem at all, besides the first time when we were attacked by that giant rat." Ben noted. "How weird?"

"Yeah," Natsu said.

"Aye," Happy agreed.

"We didn't say anything to you earlier because we were worried you wouldn't believe us." A villager said.

"We're telling you the truth." Another villager explained. "We've tried to go back to the temple many times."

"But not even a single villager has ever managed to get inside." A third villager concluded.

Erza stood there, absorbing this information. "I get it…yes." She whispered.

Lucy lightly gasped while Natsu, Ben, Gray, and Happy looked at the redhead with puzzled expressions. Erza stepped away, heading to the village tower that stood along the wooden wall that surrounded the settlement.

Suddenly, her entire form was shrouded by yellowish-white light. When it faded, her previous wear had disappeared, and was replaced by armor that was primarily yellow with blue highlights, had a blue cross on the torso plate, arched shoulder plates, and a white fur trim on the bottom of her shoulder plates.

'_Wow! That's pretty cool. Kinda reminds me of when I transform,' _Ben mused.

"Natsu, come with me. I'll need your help to destroy the moon." Erza said offhandedly.

"Really?!" Natsu exclaimed with a large, bright grin on his face.

"W-w-what?!" a shocked Ben Tennyson cried.

Gray, Lucy, and Happy had similar reactions as they grew paler. Their jaws had dropped and their eyes grew wider than diner plates whilst they stuttered incoherently. Even the villagers all stood motionless in shock.

"It's the only way to return the villagers to their human forms." Titania continued.

Their shock immediately evaporated and was replaced by happiness as they cheered in excitement.

"They're really going to do it!" a villager said. "And we get to watch it happen!"

"Right," another one agreed, "and we'll all get to be human again."

Natsu approached Erza, a big grin still present on his face. "Where do you think we should go, the temple? It's a lot higher up there."

"We'll do it from here." Erza replied impassively. "The villagers can't go near the temple and they need to witness this."

Gray, Lucy, Ben and Happy stood by. Ben and Gray looked at the duo as if they were crazy, Lucy was still shocked, and Happy looked excited.

"I don't know what she's thinking." Gray muttered. "I mean, she can do some amazing things…but still."

"Yeah," Ben added, "I don't think even my transformations could pull of something like that."

'_Though Alien X could, but I won't count him since I promised to never use him ever again.' _Ben thought, '_unless, of course, the situation is extremely dire.' _

"What do you think she's going to do to it?" Lucy asked, her voice slightly quivering in fear.

"This is exciting, huh?" Happy said.

"More like terrifying," Lucy deadpanned.

The village chief eyed Erza's new armor with a neutral expression while his people were cheering behind him.

"This is Giant Armor," the redhead wizard explained, "it increases my strength and allows me to throw farther. And this…" Erza held out her right hand, and then a red magic circle appeared. After a flash of red, in her hand was seven foot tall spear with a blue shaft, yellow armored base, and a cross shaped, yellow spear at the top. "…this is the Spear of Ha-Ja, it repels darkness."

The villagers 'oohed' and 'awed' in wonder at the armor and weapon, even Ben found himself in awe at Erza's abilities.

'_Wow…that's pretty cool.' _Ben mused.

"Whoa!" Natsu exclaimed, his toothy grin growing bigger. "I see what you're up to now! You're going to use that spear to knock the moon out of the sky!"

Ben, Gray, Lucy and Happy looked at Natsu ridiculously.

'_Gimme a break,' _the four thought in unison, _'that's never gonna work.' _

"That's right" Erza replied. "But I'm afraid I'll need more strength than this armor can give me." She turned to face Natsu. "So Natsu, I'm going to need your fire powers as a boost. Whenever I begin to throw the spear, I want you to hit the back of it with your flames. Now we'll have to plan our attack perfectly, but I think you should give me enough power to do the job."

"Sounds like a killer plan to me!" Natsu smiled.

"Then let's do it." Erza said.

She and Natsu headed toward the villager tower that stood by the wooden walls. Meanwhile, their other teammates stared at them as if they both had gone insane.

"They don't really think they're going to pull this off, do they?" the Omnitrix wearer muttered.

"Whatever it is, I think they went off the deep in this time." Lucy said.

"Aye," Happy agreed.

Moments later, Erza and Natsu were standing on top of the look-out tower, the former staring at the moon with determination. The villagers and the rest of the team watched the duo from below. The scarlet haired wizard reared back her spear and held it there. A yellow gem on her throwing arm was glowing brighter, gathering up strength and power.

"NOW!" yelled Erza.

Natsu grin grew brighter than his hands. As Erza reared back the spear to its zenith, Natsu delivered a flaming punch into the back. As a result, the straw top of the tower blew apart, the spear shooting high into the sky like a rocket.

"They did it!" Happy cheered.

"What are they thinking?!" Lucy shrieked.

The Spear of Ha-Ja soared higher and higher into the sky, until the island below was nothing more than a dark spot in a vast blue ocean.

"Almost there!" Erza screamed.

Ben, meanwhile, crossed his arms over his chest and shook his head unconvinced. _'This is ridiculous.' _The teen hero thought. _'I don't care how powerful she is, there's no way she can destroy the moon with that spear.' _

Suddenly, there was a loud boom from above, which returned Ben's gaze to the sky. Shockingly, cracks began to spread over the purple, cratered orb. The villagers began to cheer louder at the sight of the cracking moon.

"NO WAY!" Lucy and Gray screamed simultaneously.

The Omnitrix bearer's expression, however, was priceless. His jaw had fallen to his knees as he looked up in utter shock at the spectacle.

"WHAT KIND OF FREAKY WORLD IS THIS!?" Ben yelled.

However, everyone's shock was replaced by confusion as the cracks spread out from the moon…and into the sky? It was true. The night sky around the violent glowing moon was starting to crack away. Without warning, like glass, the violent moon and the sky shattered into thousands of pieces, revealing a normal blue glowing moon in its wake.

"The moon?" Natsu trailed off.

"It's still there?!" Moka shouted.

Ben's panic evaporated as he eyed the cracking sky with curiosity. The moon wasn't destroyed, rather the sky. More pieces of the darker colored sky were breaking away, but the pace of its destruction was slowing down. Then, the gears finally clicked in Ben's head and realized what was going on.

He lifted up his sleeve and activated the Omnitrix. After scrolling through the holo-ring, he found an alien, and slammed down the core. In a flash of emerald, in his place stood a seven foot tall cycloptic humanoid comprised of purple rock. Its face and the spikes on his chest, back, and horn on his head were pink crystal. The Omnitrix dial was positioned on its chest.

"**Chromastone," **

The villagers who witnessed Ben's transformation gasped in awe. Chromastone ignored them and hovered off the ground, which made them gasp even more. The purple rock man flew up until he was at least fifty feet from the ground and stopped.

Chromastone held out his arms and discharged rainbow colored energy at four points on the half-broken dome over the island. The dark dome resumed its destruction as it finally shattered away into nothingness. The sky, stars, and moon above were back to their normal colors instead of being ominously darker.

Ben lowered himself back down and landed softly. He tapped the Omnitrix dial again, and in another green flash, he reverted back to his human form.

"It wasn't the moon that shattered," Lucy gapped, staring at the crystalline particles that rained around the island. "It was the sky."

From atop the tower, Natsu leaned over the railing, confused by this development. "What the heck is going on here?"

"As a result of the Moon Drip spell," Erza explained with a smile, "a nauseous membrane was covering the island?"

"What?" asked Natsu.

"The Moon Drip released evil energy in the form of a gas." The scarlet haired beauty answered. "That gas crystalized and formed an invisible shell in the sky that covered the island. That's why the moon looked purple here."

Suddenly, the villagers became startled as brilliant light illuminated under their feet.

"Now that the shell is broken," Erza explained, "everything will go back to the way it was three years ago."

Then, the light vanished; however, nothing was changed. The villagers were still in their demonic forms.

"What happened? They're not transforming." Gray asked confused.

"Oh no," Happy muttered worriedly.

"That's because these are their true forms." Erza replied as she walked toward them, back in her normal armor. "The Moon Drip never had any effect on their appearance. However, it seems to have altered their memories."

"W-wait…what do you mean?" Lucy asked nervously.

"They think they're humans who have been transformed into demons, but it's the other way around." The redhead answered with a sly smile.

"So wait, you're saying…they're really…" the blonde mage trailed off, the anxiety in her voice growing.

"Yep, you got it." Erza smiled.

Lucy and Happy both screamed from shock while Gray and Natsu's jaws dropped from shock. Ben himself was dumbfounded from this development as well, but he kept his composure better than the others.

"The villagers have always been demons." Titania continued, which caused Lucy to scream even more as she fell to her knees, holding each side of her head.

"Hey is that true?!" Gray demanded, getting in the face of a villager.

"Well…maybe," the villager stuttered, "my memory's still a little hazy. We all looked pretty human when y'all met us, didn't we?"

"Yes," Erza enlightened, "because you all possess the ability to take on human forms. Your false memories led you all to believe that your temporary states were actually your true forms. In reality, you were actually victims to the Moon Drips side-effects."

"How come Lyon and the others weren't affected?" Ben inquired.

Erza turned to him. "I assume it's because they're human. As far as I can tell demons were the only ones susceptible to the memory loss. I knew what was going on as soon as the villagers said that they couldn't go near the temple. The moon light was sacred, thus preachers of darkness couldn't go anywhere near it."

Before anything else could be said, the sounds of consistent beeping captured Ben's attention. He lifted up his arm to see the Omnitrix faceplate blinking yellow.

"_Un-catalogued DNA detected. Scanning," _the Omnitrix said.

Suddenly, the square faceplate slide back and allowed the core to pop. A yellow beam of light fired from the device and scanned a demon from head-to-toe. The demon had purple skin, horns, a black mustache on his face, and wore a grey pants and a white shirt and cape.

After it finished scanning the demon, the light disappeared as the Omnitrix shifted back into its normal position. _"Scan complete. Unknown DNA sample acquired. Initiating genetic randomization sequence," _

The members of Fairy Tail and the village all looked at Ben, dumbfounded by what his watch just did.

"Okay…didn't expect that." Ben said.

'_The watch scanned a demon? I wonder it scanned it now though. That gas barrier over the island must've been interfering with the Omnitrix's ability to scan them.' _Ben thought. _'Well…no matter the case…I got a demon form now! Sweet!' _

The demon that the Omnitrix had scanned chuckled a little, gaining the others attention.

"Well…that was unexpected…and felt a little tingly." He commented. "But I got to admit Titania, you're quite the detective. I knew I could trust you and your friends. Thanks wizards, I owe you one."

The group turned to the source and was stunned by who they saw. Lucy and Happy hugged each other tightly as they shrieked girlishly. Gray, Natsu, and Ben felt their jaws drop again from the sight of the purple-skinned demon that appeared out of nowhere.

"It's the guy from the boat!" Gray exclaimed.

Moka felt his eyes tear up and his lips quiver from the sight of his son that he presumed dead. "Bobo," he mumbled.

"Huh," a confused villager said, "but we thought you were dead?!"

Bobo chuckled a little. "Getting stabbed in the chest hurt pretty bad, but you got to do more than that to kill a demon."

"But…on the boat…you just vanished into thin air." Gray mentioned, still flabbergasted from this new development.

All of a sudden, a pair of black, bat-like wings folded out from behind Bobo's shirt as he leaped into the air, hovering above them with his arms crossed.

"I sure hope you kids can forgive me for not telling you sooner." Bobo said.

"Whoa," Gray muttered, "he can fly?"

"Wow…things just keep getting weirder and weirder." Ben mumbled.

"I was the only one who didn't have any memory loss." Bobo explained. "I had to leave because everyone went nuts! I knew I was a demon, but everyone else thought that they were cursed humans." He then started laughing.

Finally, Moka couldn't take it anymore. "B-Bobo," he said. Then, a pair of wings folded out from behind his shirt as he soared into the air and wrapped his son up in tight hug, tears rolling down his blue skinned face.

Bobo hugged his father back, and said excitedly, "I'm so glad you snapped out of it, Pawps!"

The villagers all looked at each other and smiled widely, their memories finally returning. Similar bat-like wings appeared from their backs as they flew into the sky around Bobo and Moka, cheering in celebration of the returned Bobo.

Ben and the Fairy Tail mages looked up, happy smiles plastered across their faces.

"Yep, they're definitely demons." Erza commented.

"I don't know. When you look at their faces," Natsu pauses as he looked up at Moka crying in happiness for his son's return, "well…they kinda look like angels to me."

…

Later, the village was throwing a big feast to rejoice in everyone regaining their former identities as demons back. Ben and the Fairy Tail mages were guests of honor for helping them. Ben, Lucy, Erza, and Happy were at the large table along with the other villagers, eating what was surprisingly awesome food. Natsu was to the side devouring the fire on torches, which intentionally startled Ben until he remembered that he could actually _eat_ fire.

Ben looked up from his meal of cooked fish to see Gray sitting close to a hut, a clique of villager girls swooning around him with hearts in their eyes. The ice mage had flushed cheeks and a sheepish grin on his face. They eventually pulled Gray to his feet and were tugging him to what appeared to be a dance area.

Ben grinned at the sight. _'Looks like Gray has his own fan girls.' _The teen hero mused. _'Should I be jealous that they're not trying to tear him apart like my fan girls back home do?' _

Lucy, Erza, and Happy eventually saw this too and couldn't help but smile as well. "Looks like someone's getting some attention from the ladies," Lucy teased.

"They'll scare him off eventually." Happy noted.

Ben laughed a little from the cat's comment.

"Well…I have to admit I was wrong about humans." Moka said. The group turned to the village chief, who seating close to Ben along with Bobo. "All of these years we have chosen to hide from the outside world, afraid that they would judge us by our appearance."

"You know the curse," Bobo added, "that was actually a rumor we started so nobody would come to the island and bother us."

"Well it worked. The sailors at the dock didn't even want to come here." Ben replied.

"I know. It's a shame." Moka conceded. "But thanks to you, we have changed our minds. You have restored our faith in humans and we are not afraid. We are ready to go out and make friends with people from other lands."

"That's good." Erza smiled. "Friendship is a beautiful thing. It's an emotional bond that transcends one's physical appearance."

Bobo chuckled in agreement while the others simply smiled, touched by Erza's words. Ben nodded, he couldn't agree more. He had made many friends over the years, most of them being aliens. So appearance really didn't bother the Omnitrix bearer at all.

…

Standing above a cliff that overlooked the village was Sherry, Yuka, and Toby in that order. The wizard trio was peering down at the settlement in the distance. They could hear the music, cheering, and festive activities going on inside the tall wooden walls that surrounded the village.

Toby turned to Yuka. "Are you really gonna go down there?"

"I have no choice." the blue haired mage replied. "It wouldn't be right to leave things the way they are now."

Yuka smiled sinisterly. "Toby, I would tell you to stay here with Cold Emperor Lyon, but I believe you need to come with us."

Toby looked at the blue haired mage confusingly.

"We have to do this. It's all in the name of love." Sherry said determinedly.

…

The villagers continued their celebration; however, their party came to a screeching halt when three figures strolled into the village. The cheering and talking instantly stopped, some even gasped, when they saw who three people were, Sherry, Yuka, and Toby.

The girls huddled around a shirtless Gray were obviously scared. "What should we do?" one whispered.

"I'll take care of this." Gray said steely, standing up.

Ben and the other Fairy Tail wizards stopped what they were doing and gazed hard at the three former baddies. Ben was the first to stand up from his spot at the table, Erza followed. Both the Queen of the Fairies and the Bearer of the Omnitrix were glaring hard at the trio.

"Can we help you?" Ben asked sardonically.

"You, Take-Over wizard and your friends from Fairy Tail are tough." Yuka commented, a smug grin on his face. "The Cold Emperor was so banged up he couldn't make it down here."

"That's why we've come to pay you a visit in his place." Sherry added coldly.

Toby only barked in agreement.

"Wait just a minute!" Lucy yelled, getting to her feet. "I thought we were cool. Didn't Lyon tell you what happened?!"

"Yes," Yuka answered, "but that doesn't matter to us."

"We wanted to settle things with you ourselves." Sherry said.

"By the way, I'm still peeved about you making me paralyze myself!" Toby shouted, directing his gaze to Ben.

Erza's brown eyes narrowed at the three. '_Surely they didn't come here to fight' _she thought.

Natsu stepped forward, an eager grin plastered across his face. "Alright," he let up his right fist with fire. "Show me what you got!"

"Yeah," Ben came forward to, the Omnitrix already activated. "We're ready for anything you three can dish out."

"Natsu, Ben, wait!" Bobo called, gaining their attention. "As much as we appreciate it, we can't keep letting you fight our battles. We'll take care of this."

"Yeah," a villager behind Chief Moka and Bob cried. "Let us handle these clowns."

"Normally I'd agree with you, gentlemen." Erza said. "But I believe it's best if I handle this one."

The scarlet haired wizard sauntered toward Sherry, Yuka, and Toby, stopping a fair distance in front of them.

"We meet again, Titania of Fairy Tail." Sherry said. "You gave poor Angelica a pretty good beating earlier."

"She seems like a formidable opponent." Yuka sneered smugly.

Toby didn't say anything, he only grinned.

Erza said nothing; she only stared hard at the three minions of Lyon.

"Watch out for that creepy chick!" Lucy warned. "She can control inanimate objects."

"And don't even bother using your magic on, Mega-Brows." Natsu added offhandedly.

"Don't worry about dog-boy." Ben said. "All you have to do is trick him into paralyzing himself."

"Hey!" Toby shouted indignantly.

"I see," Erza replied calmly. "In that case," the redhead broke off into a sprint straight toward the trio. "I'll just have to do this the old fashion way!"

Erza ran up and delivered a forceful kick into a surprised Sherry, sending her flying back. She quickly spun and connected her left elbow with Yuka's face, forcing him to the ground with a thud. She turned to face Toby, who was backing up with wide eyes and sweat forming around his brows. Before the dog-man could react, Erza sent a wicked haymaker into Toby's face that sent him crashing to the ground right by Sherry and Yuka.

With her opponents subdued, the villagers, Ben, and other Fairy Tail members looked on in awe and shock from the quick spectacle.

"Whoa," Ben breathed, astonished by what he had witnessed. _'She's got fighting skills on par with Gwen…maybe even better.' _The teen hero wondered.

"Wow, she beat them without having to use magic." Lucy gapped.

"That's the mighty Erza for yah." Happy chimed.

"Would you cut that out already." The blonde girl requested annoyingly.

With pain-filled grunts, the trio slowly got back to their feet. Shockingly, Sherry smiled as she steadily got up. "You're truly an amazing warrior." She complimented.

As Yuka stood up, he wiped a trickle of blood off his mouth. "No kidding. We're no match for you." He added.

When Toby arose, his eyes were still spinning. "Roooooah…ain't that the truth."

Everyone eyed the trio conspicuously, shocked that they weren't fighting back.

"W-wait," Lucy stuttered, "you're not here to fight?"

Surprisingly, the three wizards looked to the ground with albeit shameful expressions.

"I doubt this is going to make up for all the bad things we did…but we wanted to apologize in person." Yuka confessed sincerely.

"Ooooh…so you came here to settle things in a good way." Happy realized.

"The Cold Emperor told us everything." Sherry said. "Thanks to you we can finally let go of the pain that Deliora caused us so many years ago."

"You mean…" Gray paused, "you were victims of Deliora too?"

"When we were children a monster ravaged our village. We watched it murder all our friends and family." Yuka explained.

"Cold Emperor had a plan to kill the demon once for all." Toby continued. "That's why we followed him."

"You see," Yuka said, "we wanted revenge. And we were so focused on getting it, we didn't realize we were hurting innocent people."

"We were so blinded by our hatred that we didn't act any better than the demon itself. For now on, we'll treat other people respect…and love." Sherry said.

Ben looked at the three wizards with sympathy. He felt bad for them. Losing all your friends and family had to be devastating, especially as a child. Ben knew that if something like that happened to him, he would probably be bent on revenge too.

"Alright then!" Natsu exclaimed happily. The pink haired mage appeared behind the trio, laying a hand on Sherry's and Toby's shoulder and bringing them in closer until they squished Yuka in the middle. "You guys should stick around and join in on the feast, eh?"

"But…we were enemies a second ago?" Yuka mentioned, startled by this sudden change of attitude.

"I don't know if that's such a good idea because I'm trying to watch my figure and…"

Sherry's rant was cut short as Natsu squeezed them together closer. "Enough of the excuses, live a little will yah?!"

Seconds later, Natsu dragged them until they were seating by a table. They held their drinks in fear, the demons around them all staring at the trio.

"Alright! Now we're ready to party!" Natsu shouted.

And just like that, the celebration continued. Ben sat back down and smiled. _'This world is pretty strange,' _Ben thought, _'but I think I like it here.' _

…

Outside the village not too far away, seating in a tree was a short man with long, shaggy green hair and wore a demon-like mask that concealed the upper half of his face. Floating beside him was a bluish-purple orb.

Zalty grinned wickedly. He had witnessed everything that had taken place in the village. Without looking at the orb, the man asked, "Were you able to see all that, sir?"

"_Yes. Why did you restore the village?" _a smooth, male voice came from the orb.

The green haired man turned and gave the orb a 'thumbs up', still smiling. "Cause I'm nice."

"_Hmm…some might say too nice. You better leave before they find you. Those Fairy Tail wizards, they could pose quite a threat if they get in our way, especially that powerful Take-Over wizard that was with them." _

Zalty grinned. He reached up for his mask and pulled it off, revealing a young man with spikey black hair. However, his form was shrouded by bright white light. When the light faded, in the place of the man…was a woman! A young woman with long raven hair and wore a white dress.

She stood up, still gazing at the village. "That is true." She replied.

…

The next morning, Ben yawned groggily as he emerged from his sleeping bag. He stood up and did a few stretches before he exited out of the tent. From the position of the sun, it looked to be mid-morning. Ben usually didn't sleep this late, but all the fighting and partying that took place yesterday had tired the teen hero out.

'_Man, some party last night.' _The Omnitrix bearer mused. _'Although I will admit, it was surprising when Yuka, Sherry, and Toby came to apologize. I'm happy they did though. Maybe now they can get on with their lives.' _

Ben walked around the village until he spotted Lucy, Gray, Natsu, and Happy by a hut. As Ben sauntered closer, he could see Lucy was examining a faint scar on Gray's forehead; however, most of it was covered up by the ice mage's long hair. Natsu, meanwhile, was had flaming torches in both hands and was consuming them like cotton candy. This still shocked the Omnitrix hero to an extent whenever he saw the Dragon Slayer do that.

"Hey guys," Ben greeted.

"Hey Ben," Lucy, Gray, and Happy said in unison while Natsu just nodded, his mouth still full of fire.

Ben looked around and noticed a certain trio missing. "Hey, where'd Yuka, Sherry, and Toby go?"

"Like typical party guests they stuffed their faces and took off." Happy replied.

Lucy continued looking at the cut on Gray's forehead. "Hmm…I think it's gonna leave a scar."

Gray shrugged nonchalantly. "Whatever, it doesn't matter to me."

"On your face?!" Lucy gasped.

Gray smirked and chuckled a bit. "I don't mind having a few scars as long as I can see them. It's the ones you can't see that sting."

"Well aren't you a smooth talker." The blonde mage smiled.

Natsu, who was still in the midst of eating the flames on the torches, growled in response. Ben's brow arched, confused. _'I wonder what his deal is.' _Ben wondered.

"So you've got invisible scars?" Natsu mocked.

"SHUT UP NATSU!" Gray yelled. "Every time I say something cool you've got to ruin it!"

"How was that cool?" Natsu said.

Ben face-palmed, "Oh brother," he sighed.

_Later…_

The afternoon had come and it was time for Ben and the Fairy Tail wizards to head back home to Magnolia. The group was at the main gates, standing before Chief Moka, Bobo, and the villagers.

Ben, Lucy, Gray, Natsu and Happy were standing by Erza's wagon, which was packed full of suitcases. How the scarlet haired wizard got them on the island or carried them around was beyond the Omnitrix hero. Meanwhile, the ice mage and Dragon Slayer were pushing on one another's cheek for some reason.

"What?" Moka said speechless. "But Miss, you deserve the reward so take it. Please,"

"Thank you," Erza replied, "but your gratitude is payment enough."

"That's nice and all, but you really should take the money." The Chief argued.

"I'm afraid I can't since you're request wasn't officially accepted by the Guild." She said. "It fell into the hands of foolish wizards trying to prove themselves. Ben, a guest our Guild, got caught up with them."

Moka laughed. "Foolish as they may be, if it weren't for them we wouldn't have been saved." He continued. "What if I give you the money not as a reward but as a 'Thank You' gift? It's the least I can do after everything you've done for our village."

The group heard this and immediately turned their attention to the conversation, even Natsu and Gray had momentarily ceased their quarreling to listen in.

Erza was silent for a moment, a smile on her face. "Well…when you put it that way…you make it hard to say no."

Lucy, Gray, and Natsu smiled happily, the later breathing out flames of excitement. Even the villagers looked pleased to hear that Erza would accept their reward. Ben, meanwhile, only stood by with arms crossed, smirking from his friends' enthusiasm.

"We're rich!" Lucy squealed happily.

However, the anticipation for a big pay day instantly evaporated when Erza continued, "But I'm sorry. Accepting your reward would be contrary to our Guild's principles. However, we would be happy to take the Gate Key that you offered along with it."

"GATE KEY?!" Natsu and Gray shouted simultaneously, both furious.

Lucy, however, was super elated. "Come to momma!"

"Well…at least let me take you back to Hargeon." Bobo offered.

"Thank you, sir," Titania then glanced behind her to the shoreline, "but I have a boat waiting for me."

…

Along the shoreline of Galuna Island, a ship bearing the pirate symbol on its sails was anchored off shore. Ben, the Fairy Tail wizards, and the villagers were all on the sandy beaches with dumbfounded expression, excluding Erza who was only smirking.

"A pirate ship?!" Gray exclaimed in shock.

"You kidding me?!" Lucy yelled. "Did she hijack it?"

"This is awesome." Happy said.

Suddenly, a horn sounded from the ship. Onboard, the pirate captain and his crew were all cheering 'Ahoy me Beauty' toward a certain redhead.

Ben glanced to Erza with a sly smile. "Ahoy me beauty?"

"That's right. They've grown quite fond of me." she replied.

Happy jumped in the air. "That's the great Erza for yah!"

Ben's smile faltered, a sweat drop falling from his brow. "Talk about a suck up." He muttered.

"Ahoy," the captain shouted, "come aboard my ship, mattes!"

"Mattes?" Gray repeated.

"I don't wanna!" the celestial mage complained. "I'm not riding that creepy boat."

Ben shrugged. "Eh, I've seen creepier."

"If you wanna swim I'll join yah." Natsu offered; a bright grin on his face.

"Are you insane!?" Lucy accused.

The Omnitrix wielder and Guild wizards all got onboard. The ship deployed its black sails, setting out for sea. The villagers all applauded as the vessel sailed farther away. Along the way, Ben was leaning against the railing, a good distance away from Natsu who was bending over the side with motion sickness.

The teen hero was reminiscing over the trip and all that happened. He couldn't help but smile proudly. With the help of his new magic-user friends, they successfully lifted a curse of amnesia for a village of peaceful demons. To add to it, the Omnitrix actually scanned demon DNA. Inwardly, he was excited to see what he demon form looked like.

But Ben also felt deflated. He knew he wouldn't be staying in this universe for long. The new friends that he had made, who were crazy but still enjoyable to be around, he would have to leave them soon. However, our shape-shifting hero will soon find out that the horrible truth to why he can never return home.

…

**E.R.A Headquarters**

ERA headquarters was a large, castle-like building that looked quite lavish on the inside and out. A young, raven haired woman in a white dress was in the office of Siegrain, one of the Ten Wizard Saints. He was a young man with blue hair, a red tattoo under and above his right eye, and wore a white shirt and pants with black trim.

"It's a shame Deliora didn't work out." the woman said.

Siegrain smiled. "Yes, it is rather unfortunate." He then closed a green book, and used his magic to telekinetically lift it up and place it back on the enormous shelf of books at the end of his office. "But we had no way of knowing the demon was already dead. It's a minatory setback; I'll be thorough next time."

The woman stepped forward. "Forgive me, Siegrain, sir. I had no idea that wench's magic was so powerful."

"You shouldn't speak of your mother that way." Siegrain chimed half-heartedly. "Don't cause Ur to shed another tear. She was a magnificent wizard who was greatly admired; in fact, if she were alive today I believe she would be counted amongst the Ten Wizard Saints."

The woman scoffed. "You give her far too much credit. My mother loved her magic and nothing else. It's no wonder why my father abandoned the wretch."

"They say the greater the loss a person suffers, the stronger they must become to triumph over it." Siegrain stated.

"I highly doubt my mother considered me a great loss." The daughter of Ur replied.

"Hmph, you never know. Perhaps she took on those students to fill the void that you left behind."

Before Siegrain could continue, the woman placed a finger over his mouth to silence him.

"Can we please change the subject?" she demanded rather than requested. "I think it's time to move on to the next stage."

Siegrain was about to respond until he noticed something. "Ultear, your face? What happened?"

All of a sudden, her left cheek began to redden as it swelled up into a big bump.

"THAT IDIOT NATSU PUNCHED ME!" Ultear screamed painfully.

Siegrain laughed in amusement.

"That certainly is a delayed reaction." He joked. With all jokes aside, the blue haired mage became serious once more. "So how was he? Did you find him to be a worthy opponent?"

Still holding her swollen cheek, Ultear replied, "I never had to use half of my power against him, but I was still impressed. It seems he is getting stronger every day."

Siegrain looked away, his smile turning into a frown. "I'm not surprised. He is Igneel's son. To realize my dream, he must continue burning brightly."

"However," Ultear continued, "it was really that Take-Over wizard that caught my eye. Not only does he seem to have an abundance of powerful forms, one which can control time better than me, but he is also not part of any Guild."

Siegrain looked back at the raven haired woman. "Yes…from all accounts this Take-Over mage is truly powerful. But it's come to my attention that Fairy Tail's Guild Master, Master Makarov, had sent a request to our archives a few days ago, requesting any information of a magical spell that can send someone into another universe."

Ultear's brown eyes bulged as she connected the dots. "Are you saying that…"

"That this Take-Over wizard," Siegrain interjected, "is really from another universe? Indeed he is. Though this is quite unprecedented, it is not impossible."

"Just to sate curiosity, did they find a way?" Ultear asked.

"They did." Siegrain answered, a smirk with hidden malice growing on his lips. "However, after observing this mage's nature, I am fully confident that he won't be going home anytime soon."

…

**Magnolia **

It was around evening when Ben and Fairy Tail's strongest team had just arrived back in the City of Magnolia, a clean, beautiful city that strongly resembled a 1920's-like town. They were walking down a stone street; Erza was pulling her wagon jam packed with cases while the others walked ahead over her.

"We're home!" Natsu shouted exuberantly.

"Aye sir!" Happy said, flying beside him.

"I'm bummed." Gray muttered. "All that hard work for some lousy Gate Key,"

"Yeah," Happy agreed, "and that S-Class quest was some big time money."

"Well I'm sorry, but it wasn't an official job." Erza replied. "Just be glad you got something."

"Besides," Ben added, "we stopped an evil super-demon from arising and helped a village reclaim their memories. I'd say that's reward enough."

Erza looked at Ben and smiled. "I couldn't agree more."

"They got a point." Lucy said with a bright grin. "So quit your complaining."

Happy glanced back. "That's pretty easy for you to say. You got a reward." Then an idea popped up in the cat's head. "Can we sell it?!"

Lucy's jaw dropped in shock. "How could you say that?! You guys just don't get it. Zodiac keys are hard to come by. Sure there are lots of silver keys out there, but there are only twelve golden Zodiac keys, and I'm lucky enough to have five."

Natsu looked back, smirking. "It's too bad they're all crazy."

"You had better watch it, punk!" Lucy shouted. "Me and my Celestial Spirits are gonna be stronger than you someday!"

"Natsu, no offense, but you're kinda crazy too." Ben said in a playful tone. "Need I remind you that you did fight me just to prove who was the strongest?"

Natsu looked forward, grumbling. The memory of Cannonbolt spinning him at incredible speeds was still fresh on his mind. It was definitely something he didn't want to experience again.

"So what Zodiac key did you wind up getting?" Gray inquired.

Lucy beamed brightly. "It's Sagittarius the Centaur."

"So it's a horse-man?" Ben implied curiously.

"Yep," Lucy answered.

Suddenly, Erza stopped walking, her smile turning into a frown. "You're all so carefree. It's almost as if you forgot that you're supposed to face punishment when we get back to the Guild."

At that statement, Natsu, Gray, Lucy and Happy all looked back at the redheaded mage with horrified expressions.

"But why?" Natsu asked weakly.

"Everything worked out in the end!" Lucy added frantically. "Can't we just forget about the whole punishment thing?!"

"You're right. Everything did work out, but only because I came here to finish the job none of you were qualified to do." Erza replied sternly. "Stealing an S-Class request is a serious offense."

The four gasped in fear. Ben was the polar opposite as he stared at the Queen of the Fairies determinedly and fearlessly.

"Look," he held out his hands in a placating gesture. "I understand they broke Guild rules, but can't you cut them some slack? I mean, we did save that village from their memory loss and Natsu and Gray sent the final blow to Deliora. Besides, they did say they were sorry."

Erza eyed Ben austerely. "It isn't my choice to make. Although if you all promise to never do this again, I don't believe you need to be penalized by the Guild. But your fates lie in Master Makarov's hands so I'm sure you will be facing punishment. As for you, Ben, you are not a member of Fairy Tail, thus you cannot be punished for your actions."

"Well boy…that sure makes me feel better." Ben said sardonically.

"Now I'm really scared." Happy was holding his face, which plastered a fearful mien. "Do you think he's gonna make us do _that_?"

Gray's face paled considerably. He suddenly crouched low to the ground, holding his head in frantic. "JUST KILL ME NOW! I DON'T KNOW IF I CAN LIVE THROUGH _THAT_ AGAIN!"

"You guys are freaking me out!" Lucy squealed.

Natsu, however, was smiling confidently. "Don't let 'em scare yah." He reassured, patting her shoulder. "I'll talk the old man out of punishing us. That guy loves me."

"I don't know if _you_ should do the talking." The blonde mage deadpanned.

"Natsu, you can't talk your way out of this one. Good luck with that." Erza grinned, and then she began to laugh.

The Dragon Slayer was still smiling, but his confident demeanor exploded as sweat poured down his face. Suddenly, Erza grabbed him by the bag on his back and dragged him across the ground.

"DON'T TAKE ME!" He screamed.

As Titania dragged Natsu away, Lucy remained in her spot shaking in fear. She finally couldn't hold back anymore as she shrieked, "Will someone please tell me what THAT is?! I'm totally freaking out!"

Ben could only smirk, shaking his head in amusement as he proceeded to the Guild Hall. _'These guys sure are crazy.' _He thought. _'But strangely enough…I'm starting to like them more and more.' _

…

In the Fairy Tail Guild Hall, everyone was relieved and excited that the team had come back unharmed and apparently victorious. Though Master Makarov was impressed that they pulled off an S-Class quest that still didn't damper his anger with them. The group was now standing before the short old man, who was standing atop the bar countertop.

He was wearing his orange and blue striped attire, his cane lying by him. His arms were crossed over his chest, his eyes fixed hard on the group.

Natsu, Gray, Lucy, and Happy were all shuddering from the hard stare. Ben, however, was calm and collective.

"Though I'm happy you all came back safe," Makarov admitted, "I'm still very disappointed with you four. Mark my words you will be facing _that_ kind of punishment."

Natsu and Gray held onto each other, shaking in trepidation. Lucy looked like she was fixing to scream any moment.

"However, that will have to wait." Makarov turned his gaze to Ben. "Ben, may I have a word with you…alone?"

The group looked at Ben curiously. What could the master want with Ben that would require them to be alone? The teen hero's brow lifted in confusion. "Um…sure," he replied.

Makarov turned to Erza. "Erza, make sure that these four troublemakers don't leave, please."

The scarlet haired wizard nodded.

Ben followed the short man into a storage room. When the door was shut, Makarov jumped onto a crate, holding a manila folder. Ben sat down on a barrel. It was quiet for a moment as the aging man was making sure nobody was listening in from the outside. Certain that nobody wasn't, he gazed hard at the brunette haired teen.

"Ben, remember when I said I sent a message to my colleagues, asking if any type of magic that can send someone to another universe existed?" Makarov asked.

He nodded. "Yeah,"

"Well…I just received a response…and there _is_ one way."

Ben's eyes widened. He was about to get up and jump around, happy that he was going home. However, his excitement was short-lived when he noticed the Fairy Tail master looking at the floor, a grave expression written on his face.

'_Something's not right.' _Ben noted.

"That's…g-great, but…why do I have the feeling that you're about to tell me something bad?" Ben said nervously.

Makarov looked back up at the shape-shifter. "There is one magical spell that is powerful enough to rip a hole in the space-time barrier; however…it is…a diabolic ritual."

"W-what do you mean?" Ben asked fearfully.

The old man sighed. "Twelve years ago, an unknown, evil wizard had appeared in Fiore. What didn't know his name or where he came from, but he was determined to cause destruction and apparently conquer Earthland. Several S-Class mages from different Guilds were sent to fight him.

"Though he was powerful, he was outnumbered and overpowered by the S-Class mages. They had him on the run. He managed to escape them and disappeared into a vortex of pure energy…but only by using…a blood-powered ritual." He explained.

Ben felt a couple sweat drops pour from his face. Why did that not sound good? "Blood-powered ritual?" he repeated.

Makarov nodded. "He used a spell powered from the sacrifice of one thousand people in the village, Zavon."

Ben felt his fists clinch, his anger rising. This evil dude had murdered a thousand innocent lives for his own selfish reasons. People like that made him sick!

"You don't know who he was?" inquired Ben.

Makarov pulled something out of the folder he was holding. It was a photo. He held it out to Ben who took it.

"We only have this photo."

As soon as he saw the man in the photograph, Ben's eyes bulge in shock while his breath became caught in his throat. There was no mistaken, that red and black hood and attire, that skull-looking face, and those golden malevolent eyes. It was a face he hadn't seen in at least eight years.

"Hex," Ben growled.

Makarov blinked twice. "You…know him?"

Still angry, Ben looked back. "Yeah…he's name is Hex. He's an evil wizard. Me, my cousin Gwen, and Grandpa Max fought him eight years ago…that same summer I got the original Omnitrix." He turned back to the photo. "What was he doing here?"

Makarov shrugged. "I'm afraid I don't know that."

"What Hex did was…horrible, and if I ever see him again I'll make sure he pays." Ben muttered. "Still…what's all this got to do with that spell that can send me home?"

The wrinkled man sighed deeply. "Ben, I'm saying that this blood-sacrifice spell _is_ the only thing that can send you home."

That was the shocker. Ben's expression transform from anger into mortification. He felt his entire world shatter like glass. The Omnitrix hero couldn't believe it. The only way for him to get back to his universe…was to kill one thousand people.

'_This…this can't be right. THIS CAN'T BE RIGHT!' _Ben shouted inwardly, feeling a raging emotional conflict occurring within him.

It felt like an eternity had passed. Ben subconsciously dropped the photo, his body shivering ever so slightly. Any dimwit could see that Ben was in shock. Master Makarov looked at him with deep sympathy. He couldn't imagine what he was going through.

Ben turned away, his head hanging low. "I…I…need to be alone for a while." He mumbled.

The old mage nodded. "I understand," he said softly.

Ben activated the Omnitrix, selected a head icon, and slammed down the dial. In a flash of emerald, Ben was replaced by a blue, feline-like humanoid wearing a black jumpsuit with a thunderbolt design on his chest. Without saying a word, Fasttrack zoomed out of the room.

In the Guild Hall, everyone was talking with one another, having a great time. Natsu, Gray, Lucy, and Happy were all seating by the bar, waiting for Makarov to return. Erza stood close by to destroy any attempt of escape.

Jet was getting up from his table; suddenly, a blue blur zapped right past him, causing him to spin in place. The blue blur went out the front doors and zoomed down the streets of Magnolia. Any citizens that were nearby only caught a short glimpse of the blur, but could feel the wind in its wake.

Back in the Guild, Jet finally ceased spinning and collapsed to the floor thoroughly dizzy. Everyone was confused as to what happened.

"Whoa," Gray breathed, "what was that?"

"You think it was Ben?" Lucy asked.

"If it was…why would he be in such a rush to leave?" Happy added.

As Jet returned to his feet, Levy smirked at him. "Told yah he had an alien faster than you."

The fast mage moaned as he grew smaller.

As the Guild members pondered on why Ben left in a blur, nobody noticed Master Makarov walking out of a storage room. His eyes closed and his head held down. He jumped up to seat on the bar countertop, seating crossed legged.

Mirajane came over. "Master, did you tell him?" she asked in sorrow.

Makarov nodded. "I did."

"How'd he take it?" she inquired.

The Guild master was silent for a moment. "He was…upset…and sad. He just needs time to process all this. It can't be easy for him."

"What can't be easy for him?"

Makarov and Mirajane glanced to the side to see several wizards looking at the duo, who apparently had overheard their conversation.

"What'd you tell Ben, gramps?" Natsu asked calmly.

Makarov sighed. He could tell them nothing; however, he knew from the way that they were all staring at him that they were determined for answers.

"You kids might want to take a seat…this is going to be a long story." Makarov said forlornly.

…

Night was steadily approaching over Magnolia. The sun was over the horizon as the sky became an assortment of red, orange, and yellow. Outside of Magnolia, along a mountain range, a blue blur zipped across a narrow road that scaled up a mountain.

Finally, Fasttrack came to a halt at a dead end along a steep cliff. Magnolia and the ocean could be seen in the distance. The sun and the warm colored sky gave the scene a beautiful, serene feel; however, a certain shape-shifter was feeling far from serene at the moment.

In a flash of emerald, Fasttrack reverted back into Ben. The jacket-wearing teen sat down, letting his legs hang freely over the ledge. He wasn't very concerned by the cliff, not that he needed to be. When someone has access to several dozen alien transformations, some which can fly, one tends to look past the fear of heights.

Ben's head hang low, a crestfallen expression plastered on his face. He was still trying to wrap his mind around what Makarov had told him.

'_The only way for me to get home…is to do the one thing I can't do.' _Ben despaired.

The only magical spell in this world that was powerful enough to open a portal to another universe required the blood sacrifice, willing or unwilling, of a thousand people. To add to it, Ben had also discovered that one of his old enemies, Hex, had been in this world twelve years prior and had performed that satanic ritual, killing an entire village in the process.

Ben's fists clinched in anger, his body trembling in rage. He knew Hex was evil, but murdering an entire village was enough to send the teen hero over the edge. Suddenly, Ben got up and let out a yell.

He activated the Omnitrix and slammed down the core. In a flash of green, he was replaced by Humungousaur. Without shouting out his name, Humungousaur breathed in-and-out rapidly, his green eyes aflame with fury. His attention was grabbed by a huge boulder lying off to the side.

With a mighty yell, Humungousaur rushed to it, reared back his fist, and slammed it into the rock. Tiny bits of pebbles went flying off as large cracks formed over the massive boulder. Humungousaur didn't let up as he continued pummeling away and the boulder, yelling while doing so.

After a minute of nonstop hitting, the boulder was eventually reduced to a pile of rubble. Humungousaur fell to his knees and slammed his fists into the ground, cracking the ground in the process. He inhaled through his mouth and exhaled through his nostrils, feeling his rage simmer down into exhaustion.

In a flash of emerald, Humungousaur transformed back to Ben. He was panting, drops of sweat pouring from his face. He remained in that position a few more moments.

'_Hex,' _Ben snarled inwardly, _'believe me when I say this, if I ever see you again…I'm gonna make you pay for what you did to those people.' _

The Omnitrix hero lifted up his head and looked forward. The orange sun was setting along the horizon as the warm colors in the sky reflected off the ocean. Ben stared at the scenery longer, feeling the anger within him shift into calmness. He walked back to the ledge and took his previous seat.

'_So…unless my friends or Professor Paradox can find me I'm really stuck here.' _Ben thought.

He then shifted his gaze to the Magnolia where he could see the small buildings, the Cathedral, and Fairy Tail Guild Hall in the distance. Ben focused primarily on the Guild. He was recalling what Master Makarov had offered him on the first night he came to the Guild Hall.

"_I am offering you a chance," _Makarov said_, "I have sent out messages to some colleagues of mine to look into any type of magic that can send you home. If, however, there isn't any, I will offer you a place here for as long as you wish to stay."_

Ben still felt touched from the old man's offer to become a part of his Guild and his "family". He looked back on the events that transpired on Galuna Island. He remembered fighting Angelica, Lyon, his minions, Zalty, and then nearly getting killed by Deliora. It was only because of Natsu and Gray he was still alive.

Ben smiled. He had to admit he, Natsu, Gray, Lucy, and Happy made a great team. He never got to fight alongside Erza but from what Ben had heard, she was a very skilled warrior. After all, he did witness the scarlet haired mage change into a suit of armor and destroy that giant "lens" over Galuna. That was awesome, and Ben's gut told him that was only a taste of her power.

He continued to stare at the pagoda shaped building that was the Guild Hall. Inside reside wizards with a variety of powers and people willing to bring him into their "family". Though nearly everyone in there was crazy in their own way, they still used their magic powers for good and protected the innocent. They were heroes, people he can relate to. More importantly, they had grown to become good friends to him.

Ben sat up, standing close to the ledge. His anger from moments ago had drifted away as he smiled down at Magnolia. _'Well if I'm going to be here for who knows how long, then I should be with friends...' _He then glanced at the Omnitrix adorning his wrist. _'…and I should be where I can use my powers to help people.' _

That latter thought got Ben to thinking over Master Makarov's offer. Should he accept it? After all, he was going to be here for a while, and what better place than Fairy Tail where he could help people and have friends beside him. The brown haired teen grinned; he had made up his mind.

He tapped the Omnitrix faceplate and scrolled through his playlist of aliens. When he found the form he wanted, he suddenly jumped off the cliff. Any person who saw this would think Ben was committing suicide; however, as he slapped down the Omnitrix core, he instantly transformed into a red, manta ray-like creature.

"**Jetray," **he shouted.

Jetray flew away from the mountain and descended back to ground level. When he approached a dirt road that led into Magnolia, he lowered to the ground and tapped the Omnitrix dial again.

"**Fasttrack," **

The quick, feline-like alien sprinted down the road in a blur, leaving a trail of dust in his wake. Fasttrack continued running along the road that led back to Magnolia, one specific building as his destination.

…

Master Makarov spent at least half an hour explaining the blood-powered spell to his "children". They were all mortified that such a spell even existed. But they were really sorry for Ben. He was away from his home and the only way back was to do something that he could never do.

"Oh man…this is gotta be tough for him." Gray muttered, referring to Ben.

"And horrible," Lucy added, feeling sympathy for the shape-shifter.

"You think he'll come back?" Natsu asked.

Everyone looked at him with unsure expressions. Nobody had an answer to that. Trying to picture yourself stranded in another universe and murdering people in quad-triple digits being the only alternative back was not easy to fathom.

Makarov shrugged, still with his eyes shut. "No one can say, but…I fear Ben may believe there is no point in coming back."

Erza sat at the bar, staring at the countertop with a neutral mien, but her mind was somewhere else. She was still processing what Makarov had told them about Ben's situation. Titania felt for him and she wondered if he would come back. She knew little about this Take-Over mage but she knew he was strong and possessed a good heart.

She then recalled the two incidents when she had her sword at Ben's throat. Unlike everyone else, he did not cower in fear or beg for forgiveness…he was calm and unafraid. Erza knew that everyone in the Guild feared her and acted at their best around her, but Ben…he didn't seem fazed by her at all.

All of a sudden, Erza's musings were interrupted when the main doors popped open and a blue blur zoomed inside the Guild. In a blink of an eye, Fasttrack came to a stop in front of the group of wizards by the bar.

Fasttrack tapped the Omnitrix, and in a green flash, transformed back into Ben. He stood tall with a smile on his face, which bewildered everyone. Earlier Ben had rushed out upset, but now he seemed…happy?

"Ben, you're back!" Happy cried, flying around him.

The shape-shifter laughed a little. "Of course, it's not like I got anywhere else to go."

"Master Makarov told us about that blood-powered spell." Gray mentioned in a grave tone.

Ben's smile faltered a bit. "Yeah…it…sucks pretty badly, but hey I'm not gonna whine and groan about it."

This made a few mages blink in confusion. Most people would be devastated if they were put in Ben's current predicament, but instead he was carefree and cherry despite his ordeal.

"W-wait…so…you're not sad about not being able to go home?" Lucy asked.

"Don't get me wrong it is…depressing that I probably won't ever see my friends and family again." Ben paused, looking away for a moment. Anyone could see the turmoil taking place within him. "But…my family and friends wouldn't want me to lay around all depressed; they'd want me to live out my life."

The wizards gathered were shocked from his inner strength. Though he probably would never see his family and friends again, he always looked for the positives.

Ben grinned. "With that said," he turned to Master Makarov seating on the bar table. "Master Makarov, remember that offer you gave me a few days ago?"

The old man looked at him. "Yes, why?"

Ben's grin grew wider. "Well…I'm here to take you up on that offer."

Makarov's eyes widened, his jaw almost falling to the floor. "W-what? You mean…you…"

Ben chuckled. "That's right. I want to become a part of Fairy Tail."

That was the real shocker. Nearly everyone's eyes bulged wider than saucers and their mouths almost falling off their faces. However, the shock quickly faded and was replaced by joy.

"No way, dude, are you serious?" Gray almost shouted.

"I wouldn't have said it if I wasn't." Ben smirked. He then turned to Fairy Tail's master. "That is, of course, if your offer still stands."

Everyone looked at the orange and blue attired old man. The Guild master gave Ben a hard stare as if he were scanning his well-being. Finally, after a short tense moment, he held out his small hand, which Ben took and shook.

Makarov laughed. "Of course it does. You're welcome to stay here as long as you like. Welcome to Fairy Tail, Ben Tennyson."

All the wizards present cheered in excitement for Ben, for he was now the newest member of the Fairy Tail Guild and family.

"ALRIGHT!" Natsu yelled as he patted Ben on the back. "Welcome to our Guild, buddy!"

"Aye," Happy agreed, flying over the teen hero.

Gray came to Ben's other side and added, "Yeah, you're really gonna like it here, man."

Ben smiled. "Thanks. I have a feeling I'm gonna like it here too."

Everyone cheered for their newest soon to-be member. Not only would they have another friend and ally, but a very powerful one at that. Erza watched the group of wizards crowding around the teen hero. She smiled, feeling happy for the shape-shifter. Though he could never go home, he was still able to move forward with his head held high.

A sudden realization came to Erza, causing her to smirk. _'At least now if he defies a Guild rule, I can punish him for it.' _

…

**A/N: Whoa! I gotta admit, this was a pain to write, but it was fun nonetheless. Sorry I took so long. Ben 10: Prime Force, school, and life kept me preoccupied for a while. Hope this long chapter makes up for it. **

**Anyways, yeah, Ben's about to be a new member of Fairy Tail. Awesome! For those who are looking forward to the Ben/Erza pairing, keep in mind that's a long ways off from now. However, along the way there will be slight moments between the two. **

**So, for the next update, I won't be doing both "Changeling" or "Natsu and the Dragon Egg". You'll have to decide which one I do. You can give me your answer in the review box. I personally believe I should do at least one of these two before I get to the Phantom Lord arc. **

**Also, I have an awesome OC on the way who will serve as Ben's rival. The OC isn't mine but the author has requested I keep his identity anonymous, which I can respect. I'm sure you'll all like him. Ben better be prepared for him though, he is definitely no pushover. **

**Thanks for all the reviews, follows, and favorites for this story so far. I sure hope my first original chapter in all this was good. Hope I made you proud **_**Muffin**_**. Please review and give me your honest opinion on the chapter. **


	8. Changeling

**A/N: Well it was pretty obvious who the winner would be. I suppose it was foreseeable since "Natsu and the Dragon Egg" was really just a flashback episode. Not much room for Ben in there. Besides, "Changeling" was super funny and I most likely would've written it anyways. **

**I guess I should tell you this so you don't get confused, but since characters are getting body swapped in this chapter, I'll be writing the name of the character who is speaking, a slash, and then the name of the previous character's body they inhabit. For example, if Ben and Elfman get switched, I would write it like, (Ben/Elfman) when Ben talks and (Elfman/Ben) when Elfman talks. **

**Hope that's easy to understand; FYI, Ben won't get swapped with Elfman. **

…

**Ultimate Fairy**

**Chapter 8: Changeling**

…

**Magnolia **

In the Fairy Tail Guild Hall, the newest member of the Guild, Ben Tennyson, was sitting at the bar. He was drinking a very fruity, non-alcoholic drink. The closest thing he could get to a smoothie in this universe. Inwardly, that confused the shape-shifting hero. There were all kinds of magic in this world, yet no one had ever invented the smoothie?

Inwardly shaking his head from that thought, Ben reminisced on recent events. Yesterday, he and Fairy Tail's strongest team had just arrived back from Galuna Island, and he was told the tragic truth to why he can't return home. Though Ben was really bummed he probably wouldn't see his friends and family for a long time, he stayed positive; in fact, Ben had a gut feeling telling him this is where he needed to be.

Back home, crime and evil was at an all-time low thanks to the Galvan supplying the Plumbers with new, highly-advanced weapons. His hero carrier had begun to die away, not that Ben minded. He was mature enough to know that was good, but with all his powers, what was the point in having them if he couldn't use them anymore. However, in this universe full of magic, there was always something bad going on. This was the perfect place for a superhero like Ben Tennyson to be.

Today, Ben had become an official member of Fairy Tail, and this morning he had had his mark "stamped" on him. The teen hero had the Fairy Tail symbol, which was green with a black outline, placed on his left upper arm, near his shoulder. But when Ben noticed that everyone's Guild mark was where it could be seen easily, he decided to have another stitched to his jacket. Mirajane kindly stitched a white Guild mark above the two stripes on his right jacket sleeve.

Currently, as Ben sat a stool and sucked down his drink, near him were Wakaba, Elfman, Mirajane, Macao and Cana. He was telling them the story of how he defeated the Highbreed; the exploit that made him famous throughout his universe.

"No way," Wakaba said.

Ben smirked. "Yes way,"

"You saved your entire universe from these Highbreed?" Cana said in a stunned matter.

The emerald eyed teen nodded. "Yep, and I even used the Omnitrix to reconfigure their DNA and save them from extinction."

"Wow!" Elfman exclaimed, and then smacked his hand into Ben's back, Ben grunted as his gut was slammed into the counter edge. "Finally, we have another man in this Guild besides me!"

As Ben straightened up, he said, "Uh…thanks, but remember when I said I wanted to be a man in one piece?"

"Hey, what's that supposed to mean?" Macao accused indignantly toward the white, spiked haired giant.

"You know what it means you little wuss!" Elfman yelled.

Suddenly, before anything else could be said, the front doors to the Guild opened. Stepping inside was Erza with Gray, Natsu, Lucy, and Happy behind her. The ice mage and Dragon Slayer were wearing their usual attire whilst Lucy had changed into a blue shirt with brown shorts.

"Is Master Makarov here?" Erza asked in her commanding voice. "He never could get around to punishing these four yesterday."

"Still with the punishment thing?" Ben asked, folding his arms over his chest.

"Hey! Why isn't Ben getting punished?! He's a member of our Guild now!" Gray demanded.

Erza turned and gave him a glare, which made the ice mage flinch back in fear. "Because Ben wasn't a member of Fairy Tail at the time you fools went on that quest, thus he can't be punished for his actions."

Ben smiled slyly as he folded his arms behind his head. "Tough break for you guys."

The three mages and cat looked to the floor with downcast looks. "Shut up, Ben." Lucy mumbled.

"I'll ask again, where is Makarov?" Erza demanded.

"He went out of town for some kind of last minute council meeting or something like that." Macao answered.

"He just left a few hours ago." Ben added.

Immediately, Natsu, Gray, Lucy, and Happy let out collective sighs of relief.

"Well that was a close one?" Natsu beamed brightly.

"Yes," Gray fist pumped, "we won't have to deal with _that_ until Gramps gets back."

"Oh thank goodness!" Happy added, crying in joy. "I was so afraid of staring in the face of death!"

"I CAN'T STAND IT ANYMORE!" Lucy shrieked, pulling her blonde hair in frustration. "YOU GUYS ARE REALLY FREAKING ME OUT! HOW IS HE GOING TO PUNISH US? I'M SO YOUNG AND I HAVE SO MUCH TO LIVE FOR!"

"ALL OF YOU SHUT UP!" Erza commanded.

The group instantly ceased their talking and shivered in fear. Natsu and Gray even held onto each other, both afraid from the redhead that haunted their nightmares. Ben even felt a little startled from the power in her voice.

"Do you know when the master is planning to return?" the scarlet haired mage inquired.

"No," Mira replied, "but I would imagine he'll be coming back any time now. The meeting place isn't too far away."

Erza nodded, placed her hands on her hips in an authoritative matter, and turned to face the four behind her. "Okay listen up, you're not getting off the hook!" she said in a raised voice. "You broke Guild rules by taking on that S-Class quest, prepare to be punished."

Natsu, Gray, and Happy immediately hugged each other in support, whimpering in fear.

"How do I prepare myself when I don't even know what's going to happen?!" Lucy screamed.

Ben cocked a brow. _'Geez, Erza sure does have a way in striking fear into everyone.' _

"Well, it was nice knowin' yah." Wakaba joked. His smile then turned into a frown as he looked away. "It's a crying shame. Those two boys are one thing, but I can't believe Lucy's getting punished too. Oh you poor girl,"

Lucy paled, a sweat drop running down her face. "Oh you poor girl?"

Natsu and Gray, meanwhile, overheard Wakaba and started walking toward him with angry looks.

"Hey! What's the deal, man?!" Natsu demanded furiously. "How come you don't feel sorry for us?!"

"Why are you involving me with this loser?!" Gray added.

Before anyone could stop it, a fight broke out between Natsu, Gray, and Wakaba. The former two traded insults back to one another as they fought Wakaba and each other. Ben watched this spectacle baffled as a sweat drop rolled down his face.

'_People around here sure like to fight.' _Ben mused; however, that thought made him reflect on when Natsu and he fought a few days ago. _'Well…he called me out. It's not like I went looking for a fight.' _

"The big part of being a man is owning up to your actions." Elfman stated. "You hear that you two?! It's high time for you to man up!"

"It's not fair!" Happy cried as he flew around, trying to get the others attention. "I'm the cutest one here! Why doesn't anyone feel sorry for me?"

"Will someone please tell me what's going to happen to us!" Lucy said panicky.

Ben couldn't help but smirk. Though these people were crazy, they did provide quality entertainment that you had to pay for back in his universe.

…

Later, Ben, Natsu, and Gray were standing in front of the Request Board. It was a board on the wall with various wizard jobs posted all over it. However, the trio was mainly focused on a particular job request in the center. The request was printed on black paper with white ink, had two eyeballs at the top, and a bunch of indecipherable scribbles all over it. The only thing readable was the big "Read This" at the top and a "500,000J" reward at the bottom.

Needless to say, it quickly caught their attention. That was a lot of money, and Ben was beginning to realize he would need to start earning a wage. After all, he didn't plan on staying in the Guild's storage room forever. Nevertheless, this request was really drawing blanks with the three. It's kind of hard to accept the job when you can't even read the request.

"That's a weird looking job request." Natsu commented.

"Yeah, it is." Gray agreed.

"I don't even think my brainy aliens could decipher those words...if that's what they are." Ben added.

"You guys are back. What's up?" a voice said.

Ben turned around to see a teenage boy around his age. He had orange hair, glasses, and wore a dark green jacket with white fur trim around the hood. _'What was this guy's name? Oh right! Loke,' _Ben thought.

"Not much man," Natsu replied nonchalantly. "What the heck? I can't even read it."

"Read what?" Lucy asked, stepping to the group to see why they were gathered around the Request Board.

All of a sudden, Loke flinched away in shock. His eyes were wide open while his jaw looked ready to fall off his face.

"Whoa! You're back too Lucy?!" Loke shouted.

"Geez, it's really nice to see you too." The celestial mage said sardonically. "What is your problem with me?"

"I…uh…nothing," Loke quickly turned and made a brake for it; however, he smacked straight into Erza and fell on his back unconscious, groaning in pain. Ben couldn't help but wince from the impact Loke had with Erza and then the floor.

"No way!" Erza yelled, ignoring the knocked out Loke on the floor. "You two will not be taking any requests!" She was of course referring to Gray and Natsu.

"Real smooth," Lucy commented.

"Do they have to be so noisy?" Cana asked, sitting at a table drinking a mug of beer.

"Who cares? They're like the coolest, especially that Take-Over mage." A black haired kid sitting by Cana named Romeo, said.

Cana looked at Romeo incredulously. "You're kidding me, right?"

"Decipher this text and I'll increase your wealth by five hundred-thousand jewels." Natsu read out, and then turned to Happy. "This sounds like a winner to me, what do you think?"

"Sure does!" Happy agreed.

"So it's a translation job?" Gray inquired. "That's a weird request for a Guild."

As the ice mage studied the paper further, he noticed something odd about the writing. "Hey wait a second, that's some crazy ancient stuff. No one's gonna be able to read that." He then turned to Ben. "Ben, you gotta any transformations that could read that?"

Ben shrugged. "I don't know. Greymatter or Brainstorm might, but like you said, that writing is ancient…so there's no guarantee."

"Hold on it's written in modern letters too." Happy noted.

"I thought I told you no jobs." Erza stated firmly.

"Yeah I can totally read that!" Natsu said, ignoring the redhead mage. The pink haired wizard looked down at the paper and read out, "Ugo deru rasuchi boro kania…" Natsu groaned as he grasped both sides of his head. "What?! That's crazy!"

Suddenly, the request paper began to illuminate brightly, casting different colors of the rainbow on the group who were transfixed on the glowing paper. The light show caught Macao and Wakaba's attention as they sauntered closer to it.

"What's going on?" Macao asked quietly.

"That's just sad." Wakaba commented. "Those kids are so scared of the master's punishment they're sweating rainbows."

"That's enough booze for you." Macao replied.

A few seconds later, the light died away. The group stood there momentarily until…

"What gives? I'm so cold." Gray remarked, wrapping his body with his arms as he shivered.

That statement puzzled the other mages as their eyes opened slightly. Since when does Gray get cold?

"What? Ice mages don't get cold you big cry baby!" Elfman shouted.

However, Gray was chattering his teeth as his body shook to the core. "I-I'm serious, I'm super cold right now!" Gray shivered.

All the wizards present stared at the raven haired teen dumbfounded.

"What the?" Natsu snapped out of his stupor, his face sweating a bit. "What's going on? Why do I feel so…hot?"

"Uh…Natsu, are you alright?" Macao asked stupefied. "You've never complained about being hot."

"What are you…?" Gray trailed off. When he caught sight of Natsu, his mouth fell to the floor. "What the heck?!"

"Oh wow!" Lucy squealed happily; however, her cheeks seemed rosier than before. "Check me out, Natsu!"

"Hey! Did you guys get taller or something?" Happy, who was standing on the wooden table, inquired. Suddenly, his eyes widened a bit. _'Uh…what happened to my voice?' _The blue cat brought up his paws to his face. His jaw almost fell off from shock.

"What the?! I'm a cat?!" Happy shrieked.

"Uh…yeah…Happy, that's kind of a given." Wakaba noted, though in a bewildered fashion.

The azure cat turned to the green shirt man and glared. "I'm not Happy, I'm Lucy!"

"WHAT?!" Wakaba, Macao, and Elfman both shouted in unison.

"Why is everyone behaving so foolishly?!" a male voice demanded.

The wizards turned to see Ben standing tall, firm, and more composed than ever. The green jacket-wearing teen was staring hard at the group in a way the other mages never thought possible. Although, the way he was looking at them did remind them of one person…

"Uh…guys," everyone turned to see Erza. She was holding out her armored hands, studying them as well as the rest of her body in a perplexingly matter. She looked at them and asked, "Um…why am I in a girl's body."

The present group of Fairy Tail wizards, minus the Ultimate Team, looked at the redhead strangely. However, the second Ben caught sight of Erza, his composure faltered while his green eyes widened tremendously.

"W-w-wha…" Ben stuttered in shock.

"Uh…I'm no doctor but I would guess it's because you are a girl, Erza." Macao implied, rubbing the back of his head sheepishly.

Erza cocked a brow. "I'm not Erza, I'm Ben."

"WHAT?!" everyone cried.

That was the real shocker. First Happy says he's Lucy and now Erza was saying that she's Ben. What in the world was going on?

"Oh wow!" The groups turned to Lucy and were met with a shocking sight. "I could be wrong, but I don't think I've always had these. Have I?" The blonde mage remarked, fondling with her large breasts.

Wakaba, Elfman, and Macao were left dumbstruck; they were hypnotized and drooled in excitement. Happy, meanwhile, was absolutely appalled as his eyes bulged out. Immediately, the blue cat eyed down the blonde angrily. Happy quickly leaped off the table, flying straight toward the blonde girl.

"Why you!" Happy yelled furiously. "Lucy kick!"

The azure feline landed a direct hit in Lucy's stomach; however, Happy's blow only caused Lucy to grunt a little while he himself received more pain. Happy collapsed to the floor, his right leg throbbing in pain. Lucy and the others stood above him.

Lucy/Happy rolled over to her paws and knees. "What's going on here? Why am I, Happy?" Lucy/Happy mumbled softly. "I'M TOTALLY FREAKING OUT HERE!" she yelled out.

"Ugh…" Loke finally came to as he steadily got up from the floor. "Man, my head." As the orange haired teen's vision focused back to normal, the first thing he saw was a certain blonde mage in front of him.

When she turned away from Lucy/Happy on the floor to look at him, she smiled and waved sheepishly, "Hi!"

"AAHH!" Loki cried out, flinching backwards before bolting in the other direction, leaving a confused Lucy behind.

"That was weird." Happy/Lucy commented.

Elfman, Wakaba, Macao, and Mirajane were left dumbfounded and speechless over everything they were seeing.

"What's going on here?!" Lucy/Happy cried. "First I'm a cat and then there's this creepy look alike of me!"

"Uh? What are you talking about?" Gray/Natsu asked, cocking a brow in confusion.

"How can you be so foolish?" Erza/Ben demanded sternly, standing in front of them. Her voice obviously sounded like Ben's but with a more commanding tone to it. "Isn't it obvious? We've all switched bodies!"

"WHAT?!" Lucy, Gray, Natsu, and Happy shouted simultaneously.

Ben/Erza wasn't as shocked as the others. This wasn't the first time he got body swapped with someone. It happened to him and his cousin Gwen when they were only ten. So, in reality, this was actually Ben's second time getting switched into a girl body. Talk about awkward.

Natsu/Gray stepped closer to Ben, panic in his eyes. "Stop fooling around, Ben!"

"I'm Erza you dimwit!" Erza/Ben retorted.

"W-wait…" Lucy/Happy stuttered, "So…you mean…"

"Yes," Erza/Ben replied. "Natsu and Gray, Lucy and Happy, and Ben and I, we've all switched bodies."

"HUH?" everyone in the Guild, besides Ben/Erza, said astounded.

"Well," Ben/Erza shrugged, speaking in Erza's voice, "wouldn't be the first time I've switched bodies."

"HUH?" Lucy/Happy gasped, looking at the redhead speechless. "You've actually switched bodies before?!"

The others overheard what Ben/Erza said and looked at him incredulously. "Yeah," he explained nonchalantly, "it happened to my cousin Gwen and me when we were ten. Long story short, this is my second time being in a girl's body."

Erza/Ben glared at him intensely. "And don't you even dare think about getting any ideas." She growled in Ben's voice, which was kind of strange for the teen hero currently occupying Titania's body.

"I wouldn't dream of it." Ben/Erza smirked, and then threw her a playful wink.

Erza/Ben lightly gasped and turned away, a bit of red flushing on her face. Thankfully for the strong female mage, no one had seen that. Otherwise, their predicament would've just gotten more awkward. Nevertheless, Ben/Erza had seen it and was left confused.

'_Okay…I was just fooling around with the wink. I wonder why she blushed a little bit.' _Ben thought. However, he was sincere when he said he wouldn't mess around while in Erza's body. He was a gentleman and respected her; besides, he was kind of defenseless without the Omnitrix and not knowing how to use Erza's powers.

"The ancient Unpela-ese spell has been cast." A wise, grave voice said.

Everyone turned to see Master Makarov standing at the front doorway, his head down and his hands grasping his smiley faced cane behind him.

"You kids not feeling like yourselves today, huh?" Makarov quipped.

The Ultimate Team walked up to the aging master.

"Master, you're back!" Erza/Ben said in relief.

"I had noticed that request on the board." Makarov explained. "By reading what was written on that page allowed you to cast a powerful personality transference, and that spell is called the Changeling."

"Sounds really scary!" Lucy/Happy commented.

"So you're really Natsu, right?" Gray/Natsu asked.

Natsu/Grey glanced back at him. "Yeah?"

The pink haired mage grabbed the onyx haired teen by the shirt. "You idiot! This is your fault! Because of you now I'm stuck in your body, loser!"

"Hey, all I did was tried to read the stupid job request, ice prick!" Natsu/Gray countered.

"That's enough, Natsu…uh…I mean, Gray." Makarov corrected. "However, this spell does more than switch bodies, it switches magic too."

"What?!" the group shouted.

"There's one thing you should know." The old man said grimly. "If the Changeling spell isn't reversed in thirty minutes from the time it was initially cast, you will never return to the way you were before. Or says so the legend, at least."

"WHHAAA?!" the team cried out.

Even Ben/Erza was shocked over this frightening realization. He certainly didn't want to be trapped in Erza's body for the rest of his life. A man being stuck in a woman's body would be extremely awkward!

Natsu/Gray ran up to Elfman and Mirajane, who were standing a fair distance behind them along with the other Fairy Tail mages present. "Do you know how long we've been mixed up for?" He asked hysterically.

"Sixteen," Mira answered, "which means you have fourteen left."

This only caused the group to scream even more, shocked by how much little time was left. They immediately turned to their orange and blue clad master again.

"Gramps, isn't there anything you can do to reverse the spell?!" Gray/Natsu cried frenetically.

"Hmm," Makarov scratched his nose in contemplation. "Since this is such an ancient magic it would only stand to reason that I…don't know."

Suddenly, the group's eyes became bigger than dinner plates while their jaws fell to the floor, expressions of horror plastered on their faces.

"I must say I am very disappointed." The old mage sighed. "I was looking so forward to punishing you…but it looks like you've got your hands full right now!"

"What?!" Ben/Erza yelled, waving his arms around frantically. "I wasn't even supposed to be punished!"

"Hmm," the master nodded. "Yes. It is rather unfortunate that you got caught up in this Erza…uh, Ben."

The short old man then walked away. "Well, best of luck to you kids." He said in a cherry tone.

The team was left dumbfounded. Natsu/Gray and Lucy/Happy were both lying on the floor, their bodies twitching in shock. Gray/Natsu was on his hands and knees; he too was too horrified to stand. Erza/Ben was standing firm; although, her fists quivered in anxiety while her mien displayed absolute apprehension.

"THAT'S IT!" Gray/Natsu yelled. "I can't take it anymore!"

Gray/Natsu swiftly pulled off his black vest and through aside, leaving his toned upper body exposed. He was just getting ready to take off his pants too until Natsu/Gray tackled him to the floor.

"Keep it together, perv!" Natsu/Gray exclaimed, wrestling with _himself_. Excuse the pun.

"Huh," Ben/Erza commented. "Even in Natsu's body, Gray still likes to take off his clothes."

"It would appear so." Erza/Ben agreed, watching the two guys wrestle.

Lucy/Happy sprouted a pair of white, feathered wings from her back and flew a few feet off the ground. "I gotta say flying sure is fun, BUT I DON'T WANNA BE STUCK AS A CAT FOREVER!"

"What's so bad about being stuck as me?" Happy/Lucy accused, crying a little bit.

"HEY!" Gray/Natsu cried out, ceasing his fight with Natsu/Gray. Everyone looked to see fire drooling out from his mouth and onto the floor. "What's going on?! I got fire dripping out of my mouth!"

"You idiot!" Natsu/Gray shouted. "Control it!"

"I can't!" Gray/Natsu said; suddenly, the former ice mage's panic caused the flames to come out in torrents, catching the floors on fire.

The fire began to grow larger and more intense, causing the group of mages to step away.

"Gray…uh, Natsu!" Ben/Erza called, which grabbed his attention. "Use your ice powers to put out the fire!"

"I don't know how!" Natsu/Gray replied. Just to humor him, he held out his hands and fiddled with them. Instead of blasting ice like he wanted, he coughed up ice cubes from his mouth. "Aw man!"

Ben and Erza both sweat dropped in frustration. The fire began to expand. If something wasn't done soon, it could burn down the entire Guild.

"This looks like a job for Big Chill!" Ben/Erza stated, slapping his left wrist. However, as soon as he noticed there wasn't any green light, he mentally slapped himself for his stupidity. "Oh…right…" he muttered.

Ben/Erza swiftly turned his head to Erza/Ben.

"Erza, turn into Water Hazard or Big Chill and put out that fire!" Ben/Erza commanded.

Erza/Ben only looked at him strangely. "Who?"

He groaned as he face-palmed. _'Of course she's confused.' _Ben thought. _'She doesn't know me that well or my aliens.' _

"J-J-Just transform into somebody!" Ben/Erza shouted.

Erza/Ben lifted up the jacket sleeve to see a white and green watch strapped to her wrist. She knew that Ben's powers apparently came from this device; however, she really had no clue how to use it.

"Uh…" Erza remembered Ben tapping the faceplate, so she did that. The watch beeped as a green holo-ring popped up. Titania looked at the icons blankly. _'How many forms does he have?!' _She thought. _'He has just as many forms as I do armor!' _

Taking a guess, she pressed an icon and hesitantly slapped down the core. The Guild Hall was shrouded by emerald light. When the light died down, standing in Erza/Ben's place was a nine foot tall, humanoid, tailless tiger. On its upper left arm was the Fairy Tail mark in black.

"**Rath!" **Erza/Ben roared.

Ben/Erza's mouth dropped as he stared at the Appoplexian flabbergasted. "Seriously?! Rath? Out of all my forms, it had to be Rath?"

The Guild mages gasped as they took fearful steps back. Those who had witnessed Ben first transform into this form remembered how angry and aggressive he was. If the mighty Erza was now turned into this form, then this certainly wouldn't bode well.

Erza/Rath glared at Ben standing off to the side. "Let me tell yah something, Ben Tennyson, who happens to be in my body! Rath doesn't know how to use your magic watch! Or better yet, what your forms look like!"

Lucy/Happy flew in-between them. "You guys, that fire is kind of getting bigger." She said sheepishly.

Erza/Rath turned her glare to the growing fire on the wooden floor. "Right…" she said. "Let me tell yah something, stupid fire! Nobody dares try to burn down this Guild, without getting a major beating!"

With that, Erza/Rath rushed to the blaze and began throwing punches at it. She didn't get burned; however, her attacks were obviously doing nothing to stop the fire. Ben/Erza sweated and moaned in annoyance. The other Fairy Tail mages looked on dumbfounded. Was Erza really trying to put out a fire by punching it?

'_Geez, is Rath really that dumb?' _Ben/Erza mused.

Ben snapped out of his musings and tried to think fast. The fire was really starting to get out of control. _'Okay, I don't know if Erza has any armor that can put out fires, and even if she did, I wouldn't know how to summon it. But…I know someone who can.' _

Ben/Erza turned to Gray/Natsu who had finally stopped himself from hurling fire. "Gray, inhale the fire like Natsu does!"

Gray/Natsu looked at him dubiously. "Are you kidding?! I don't know how to do that!"

"Just do it!" Ben/Erza yelled; sounding a lot like Erza, which made the ice mage turned Dragon Slayer flinch.

Gray/Natsu stood before the flames and closed his eyes, concentrating. Letting out an exhale, he reared back his head as he inhaled deeply. Amazingly, the hot flames were pulled into Gray/Natsu's mouth. In mere seconds, the fire was gone as Gray/Natsu had consumed it all. He let out a big burp, rubbing his mouth.

"Wow," Gray/Natsu breathed. "That actually tasted pretty good."

Natsu/Gray crossed his arms over his chest. "Nice job, ice prick. You almost burned down the Guild."

Gray/Natsu glared back, "What'd you call me!"

Ben/Erza, ignoring their bickering, smiled. "Good work, Gray."

Erza/Rath looked around bewildered. A second ago she was fighting the fire, now it was gone. "Let me tell yah something cowardly fire! Come back and face your punishment!" She bellowed.

"Erza," Ben/Erza sighed, "just transform back."

The bipedal tiger scowled at Ben/Erza. "Let me tell yah something, Ben Tennyson, nobody orders the mighty Titania around!"

"Erza!" Master Makarov shouted, who was sitting on the bar table drinking a mug of presumably alcohol. "That's quite enough."

Erza/Rath growled in irritation before she acquiesced. "Fine. Whatever. Rath was done with the fire anyway."

Remembering how Ben shifted back, she tapped the green hourglass dial on her chest. In a flash of emerald, Erza/Ben reverted back to human. She held her head, allowing a groan to escape her lips.

"Seriously?!" Ben/Erza shouted at Makarov. "You've been sitting there this whole time?"

Makarov laughed. "Well…I was amused."

Erza/Ben turned to Ben/Erza, the memories of what she did as that powerful tiger form, Rath, were hitting her like a freight train. "Did I…really try to punch fire?"

"You sure did." Wakaba said, standing with the other mages.

"As manly as it sounds, trying to beat fire with your fists is just plain dumb!" Elfman added.

"Don't worry about it." Ben/Erza said, walking over to her and laying a comforting hand on her shoulder. Well, technically it was really _his_ shoulder. "Rath isn't…really the brightest of my forms."

Erza/Ben turned to him. "How can you possibly accomplish anything with him? And by the way, how many forms do you have?"

Ben/Erza smiled as he rubbed the back of his awkwardly. "Rath's one of my strongest transformations, despite his…well…you know…anger issues. As for that second question, I guess the others didn't tell yah, but I have seventy forms."

Erza/Ben's eyes widen. She was very impressed. Before Ben and the others left for Galuna Island, she remembered Mirajane telling her that Ben possessed many forms with different abilities. But seventy! He had just as many transformation as she did armor and weapons!

"Impressive," Erza/Ben commented, "but since I wasn't here for when you first came to the Guild, do you mind me telling me what all they can do?"

Ben/Erza smirked. "Super-strength, super-speed, flight, regeneration, elemental powers, invulnerability…" he paused. "It's really a question of what powers I don't have. Well…you actually since you're in my body."

Erza/Ben was left dumbfounded. If what Ben said was true, then he was just as powerful as she was.

"Great," Lucy/Happy moaned sadly, still flying at eye level with everyone. "All of our magic has been switched but we all stink at it. I hate this. Why me?"

"No need to worry, Lucy!" a feminine voice called out. They all turned to see a petite, blue haired girl named Levy standing by the front doors with the other two members of her team, Jet and Droy standing on either side of her.

"Levy it's you!" Lucy/Happy squealed happily.

"Levy?" Natsu/Gray said.

"Don't worry! The Shadow Gear team is here to save the day." Droy stated confidently. "You guys will be back to normal in no time."

"Oh yeah," Jet added with the same level of confidence of Droy. "We got this, no sweat."

"Now, do your thing Levy." Droy and Jet said together.

"When you guys said 'we got this', you really meant her, huh?" Mirajane joked.

In response, the two men only chuckled.

"You're so kind to help us!" Lucy/Happy said, flying around Levy in joy.

Levy laughed a little. "Anything for a friend; besides, I really want to read your novel. And it would be kinda weird talking about it front of Happy." She whispered.

"What are you gonna do?" Natsu/Gray interjected.

Later, Levy was seating at bench holding the request paper in her hands. A few books are stacked around her. The others gather behind the blue haired mage.

"Well, I do know a little about ancient texts." Levy explained. "I'll start with what was written on the flier itself."

"Sounds good," Gray/Natsu said, "but do it quick!"

Erza/Ben walked around the table to stand in front of the group. "Listen up everybody; we need to let Levy work in peace."

"Yeah," Lucy/Happy agreed, although her voice was muffled. She then realized that she had a fish in her mouth and gasped in shock. She lowered her wings and fell to the floor on her hands and knees in disappointment. "Why do I have a fish in my mouth?"

"Because they're yummy!" Happy/Lucy replied, and he too had a small fish in-between his teeth.

Levy begins reading a book, her red reading glasses cast a beam of rainbow colored light over the pages, allowing her to read much faster. "Okay… ugo deru…" she mumbled.

"Please hurry," Gray/Natsu said calmly though his expression displayed panic. "We only have ten minutes left."

"You sure it's okay to be saying those words out loud?" Ben/Erza asked, crossing his arms over his armored chest.

"Don't worry," Levy responded nonchalantly, looking between her books and the request. "It's totally safe as long as you don't read everything in the correct order."

"There's not much time!" Natsu/Gray shouted hysterically. "Ugh…I can't take it! I can't take being so cold! Change me back!"

"So how's it going Levy?" Lucy/Happy flew up to the stand on the table edge.

Levy was silent, still looking at the request paper.

"Have you figured it out?" Natsu/Gray asked.

"No," Levy replied disappointed, "I'm stumped!"

Natsu/Gray and Lucy/Happy both let out frustrated yells. Ben/Erza's eyes widened a bit. _'Oh no. This can't be good at all.' _

"No!" Lucy/Happy cried. "I can't stay as some strange, flying cat forever!"

"What's so terrible about that!?" Happy/Lucy demanded indignantly.

Erza/Ben whimpered. "Surely my fate isn't to remain in a man body for the rest of my life."

Ben/Erza looked back at her. "This is no picnic for me either, yah know."

"NO!" Natsu/Gray roared. "I hate this! I can't remain in this ice bastard's body forever!"

"Hey!" Gray/Natsu shouted, getting in his rivals face. "I don't wanna stay in your body either, loser!"

"You wanna fight!?" Natsu/Gray demanded.

Erza/Ben groaned gallingly as she fixated a deadly glare upon the duo. "SILENCE!" she yelled, which immediately made them hug one another and shiver in trepidation.

'_Whoa,' _Ben thought. _'I didn't know my voice could get that powerful.' _

"Look I know you guys are freaking out, but I'm still working on it okay." Levy reassured.

Natsu/Gray turned to Macao. "How much time do we have left?"

"Eight minutes," Macao answered, holding up a board with the number eight on it. "Hate to say it, but you might wanna start preparing for the worse."

That statement made the whole team freeze in fear. The possibility of actually being trapped in another person's body was frightening. Even Ben found himself unsettled by this. Being stuck in a girl's body was certainly not how he wanted to spend his days.

Later, the newly dubbed 'Ultimate Team' is seating at a bench across from Levy as they left her alone to let her work. Her teammates Droy and Jet were cheering her on behind her. The team was dead quiet and remained that way for a couple minutes.

"So what happens if we wind up getting stuck like this?" Gray/Natsu inquired, his chin resting in his hand.

"UH…what do you mean by that?" Natsu/Gray cocked a brow.

"Are we just gonna try to adjust to our new bodies and go back to work?" Gray/Natsu clarified.

"Well, yeah I'd guess we'd have to, it's not like we have a bunch of options." Natsu/Gray said.

"Whatever happens is totally fine with me!" Happy/Lucy smiled.

"WHAT?" Lucy/Happy shouted. "No one asked for your opinion, now did they? Stupid cat! I just want to be a cute girl again."

"Take it easy there, Lucy." Ben/Erza consoled. "No one…"

Suddenly, Ben/Erza paused as a realization came to his mind. This made the others look at inquiringly.

"What? What is it, Ben?" Erza/Ben asked.

"I just realized something." Ben/Erza said. "None of us know how to use our powers. If we were to take a job, we wouldn't be able to finish it."

Shocked miens crossed over the team's faces.

"OH geez you're right!" Natsu/Gray agreed. "We stink, and that means…"

"WE'RE THE WEAKEST TEAM IN FAIRY TAIL NOW!" they shouted simultaneously.

It was true. If the spell wasn't undone, they would be trapped in another's body with no knowledge how to use that person's powers. And being trapped in another person's body would not only have ramifications on their missions, but their personal lives as well.

For Ben, he had spent years unlocking aliens and learning how to use their abilities. But now, trapped in a female redheaded mage's body, Ben would not only have to learn how to utilize Erza's magic, but his life would be completely awkward too. After all, a man being stuck in a woman's body was certainly not something easy to adjust too.

"OH MAN I HATE THIS!" Natsu/Gray bellowed violently. "What's the point of living if I can't burn anything anymore!?"

"I'm a cute Celestial mage! I can't be stuck as a cat forever!" Lucy/Happy cried out.

Happy/Lucy turned to her with an angry look. "You're mean! I happen to like being a cat!"

"This is unacceptable!" Erza/Ben shouted. "I'm an S-Class wizard and I refuse to be a part of Fairy Tail's weakest team…if only I was back in my body."

"Will you guys calm down!" Ben/Erza exclaimed as he stood up, drawing all eyes on the team to him; more importantly though, his yelling also made them shut up. "Listen, I don't like this anymore than you, but sitting here complaining about it isn't gonna make it any better. If we have to adapt to our new bodies and powers then fine…that's what we'll do."

The team looked at Ben/Erza astounded. The way Ben yelled and solaced them with a commanding voice, sounded much like Erza, even though he was in her body. Erza/Ben looked at him blankly. The way he took charge and tried to reassure that everything would be fine appealed to her.

However, before anything else could be said, Levy cried out, "Yes that's it!"

Immediately after that exclamation, the team crowed around Levy with a mix of excited and relieved looks.

"Really?" Natsu/Gray asked excitingly. "So you can lift the spell?"

"Go on! Do it!" Gray/Natsu added.

"This is what it says: May this eternal exchange provide you with eternal happiness." Levy smiled. "Kinda cute, isn't it?"

"Ahh…yeah it is." Lucy/Happy gushed.

"May this eternal exchange provide you with eternal happiness?" Ben/Erza repeated. He placed a finger to his chin, contemplating on what it could possibly mean. "Huh?"

"Yeah, and?" Natsu/Gray demanded.

"In other words, everyone who has been affected by this spell will live happily ever after!" Levy replied. "You're so lucky! I'm so glad I figured it out."

At that moment, it grew deathly quiet as the horrifying realization hit them like a pile of bricks. Finally though…

"OH NO WAY!" Natsu/Gray yelled. "You're telling me we're stuck like this forever!?"

"We wanted you to lift the spell. Not read it, remember?" Gray/Natsu deadpanned.

"OH, that's right. Sorry!" Levy apologized.

Lucy/Happy flew next to Levy and laid a supportive paw on her shoulder. "You got this. I have faith you can do it. But you gotta work a little faster, okay? Maybe there's a hidden message or code or something like that in the request?"

"Yeah," Levy answered more determined. "Good idea."

As Levy resumed her work, Droy and Jet continued cheering her on, the former banging a drum while the latter waved around a fan.

"GO! Go! Go Levy!" Droy and Jet cheered.

Wakaba stared at this scene perplexed, a sweat drop falling down his face. "Isn't all that racket gonna distract her?"

"Nah," Elfman grinned exuberantly. "They're just trying to get her pumped up!"

Elfman jumped in with Droy and Jet and began cheering her on.

"Ugh," Levy moaned, "I'm still not seeing any kind of a pattern here. It doesn't seem to make any sense."

Macao pulled out a purple board with a yellow three printed on it. "Three minutes left," he said.

"Three minutes!" Lucy/Happy cried.

"Well this is it." Erza/Ben whined. "This is how I'm gonna spent the rest of my life…as…a man." Erza/Ben fell to her hands and knees and whimpered. "I've worked so hard."

Erza/Ben was about to cry until she felt a comforting hand on her shoulder. She turned to see Ben/Erza smiling at her. "If it makes you feel any better, I know how you feel."

"You do?"

"Yeah, being stuck in a woman's body forever doesn't bode well with me either." Ben/Erza admitted. "But I know that's not gonna happen. I'm confident we'll get back in our original bodies."

Erza/Ben looked at him puzzlingly. "How can you be so sure?"

Ben/Erza shrugged. "I just am."

Erza continued to look at him. _'We have less than a couple minutes left before we are stuck in each other's bodies…yet, he's still confident that everything will work out?' _She thought. _'Who are you, Ben Tennyson?' _

Erza/Ben smiled at him and stood up. _'Whether I'm in this body or hopefully back in mine…I have a gut feeling that I'll enjoy fighting alongside him.' _

"You're right." Erza/Ben conceded.

"Have you figured it out yet?!" Natsu/Gray demanded.

Macao held up a white poster board with a red number one in the center. "Your situation is dire with only one minute to go."

Ben/Erza looked at the black haired mage confusingly. "Where do you keep getting all these posters?"

"I DON'T RECALL ASKING FOR THE TIME! SO SHUT YOUR MOUTH, KAY?" Natsu/Gray roared, veins throbbing on his forehead.

"Geez, I was just trying to help." Macao muttered.

Levy, meanwhile, was hard at work trying to undo the spell. "Okay, I think I've almost got it worked out." she mumbled.

Behind her, Droy continued to bang the drums while Jet and Elfman waved around fans.

"Work it Levy! Yeah! You're on fire!" Elfman cheered.

Wakaba sweat dropped. "He's too good at this."

Meanwhile, back with the Ultimate Team, Master Makarov stood behind Natsu and Gray. "Still trying to break the spell, huh?"

They both turned to the old man with annoyed expressions. "Look if you're trying to teach us a lesson here, we've learned it already okay?" Gray/Natsu said.

"OH!" Makarov's face light up as if an idea had popped up in his brain.

Suddenly, the group nearly gasped in anticipation. The rest of the group crowed in front of him immediately with hope in their eyes.

"Yes, master?" Erza/Ben said eagerly.

The orange clad man was silent for a moment before he shrugged, "Woops! Never mind kids I've drawn a blank."

At that, the group fell over in deflation; besides Ben, who just stood stationary with his arms and jaw hanging down.

"Not cool, dude! Not cool!" Ben/Erza yelled.

"You guys have about forty seconds left," Macao informed, holding up a sign with a big number forty on it. "More or less…starting now!"

"What do you mean 'more or less'?!" Natsu/Gray shouted furiously.

Suddenly, Makarov's face brightened once more. "I just remembered something about the spell!"

"What is it!?" Erza/Ben exclaimed.

The master turned away. "While it can be lifted I'm afraid it has to be done one pair at a time." He then glanced over his shoulder. "Meaning it's impossible to change all of you back at once!"

"WHAT!?" Natsu/Gray shouted.

"Thirty seconds…ish." Macao said, holding up another sign with a 30 on it.

"Seriously! Where do you keep getting those boards?" Ben/Erza asked.

"So, which pairs going first?" Gray/Natsu asked crossly.

"It should be us!" Natsu/Gray answered.

"Hmph, sounds good to me." Gray/Natsu agreed.

"But that's so unfair!" Lucy/Happy cried out. "It should be me and Happy!"

"Hold on!" Erza/Ben shouted, her vein throbbing violently. "Since me and Ben are Fairy Tail's strongest wizards, we should go first. It's for the good of the Guild."

Ben/Erza rubbed his neck sheepishly. "How many times do I have to tell you guys I'm not a wizard." He sighed.

Immediately, a big argument broke out between five of the six person team, Ben being left out. He only stood aside, pinching the bridge of his nose in frustration. _'Man these people bicker a lot!' _he thought.

"Hold on you guys!" Levy screamed. "I got it!"

The team instantly ceased their squabbling as they gathered close to Levy's work table. "Really?" Lucy/Happy asked.

"Yeah, but listen, I'll try and explain this as quick as I can."

"And nine…eight…" Macao counted down; however, before he could continue he received a wicked haymaker from Natsu/Gray, sending him crashing through a bench unconscious.

"No time!" Natsu/Gray shouted angrily. "Just change us back! Hurry!"

"Yeah…right, here it goes." Levy said. Suddenly, the request paper that had started this mess began to glow brightly once more. She then held out her arms as she chanted, "Aruboroya tesura rugi gou! Aruboroya tesura rugi gou! Aruboroya tesura rugi gou!"

Rainbow colored light and sparkles casted over the team. Then, an awe-inspiring helix of bright colors and magical ciphers appeared over the page, casting light all of the Guild Hall. The beam then shot into the sky, where anyone from Magnolia could see it.

After a moment, the light died away and the group let out collective sighs. The Ultimate Team stood still for a few seconds before Ben blinked a couple times. When his focus finally returned, he looked himself over and smiled. He was back in his own body.

"Hey! I'm back to normal!" Ben said boisterously.

Erza, who was standing a fair distance to his side, examined herself shortly and smiled too. "I am as well."

Lucy, Happy, Natsu, and Gray blinked a couple times. They looked themselves over and were pleased to find that they were back in their original forms.

"Hey!" Natsu shouted. "We're back in our bodies too!"

"Aye," Happy agreed, flying above his head.

"Man, glad that's over." Gray sighed in relief; unexpectedly, ice chunks started drooling out of his mouth.

"So now you're drooling ice cubes on purpose now?" Wakaba asked.

Lucy ran up to Levy and held her hands. "Levy you're awesome!" she squealed.

"That's right!" the petite girl fist pumped.

"Oh yeah," Droy said.

"Our cheering worked, huh?" Jet commented.

"You gotta tell us…" Lucy asked, "How'd you do it?"

"Well, when I realized that the words themselves had no meaning, I decided to read them backwards." Levy explained.

This made the others blank a bit. "Backwards?" Ben inquired.

"It's actually an old trick." Levy elucidated. "Ancient languages such as this didn't really have that many letters. So sometimes they had to be a little more creative with how they used their words. That's why when I reversed the words, I reversed the spell too."

"How cool," Lucy remarked.

"At least that's over." Natsu said.

"We owe you big time Levy." Gray added.

Levy giggled a bit. "Don't worry about it."

"Good work you kids." The group turned and was met with quite a confusing sight. Mirajane was sitting cross-legged on the bar countertop, but she was holding Makarov's smiley faced cane behind her back.

"W-wha…" Lucy and Levy stuttered.

"Hey guys something's wrong." Makarvo, who was standing on the floor, said a bit girlishly. "Did I get shorter?"

"OH no!" Lucy cried out. "You don't think that…"

"That Mirajane switched bodies with Gramps?" Gray finished.

Ben's eyes widened from this realization. "How no…" he breathed.

"Wow!" Makarov/Mira beamed brightly. "You won't hear me complaining about this."

"NO!" Mira/Makarov started waving her little arms around in panic. "This can't be happening!"

"Oh no…" Erza muttered. "Who else has been…"

"All of you just need to man up and get over it, okay." Cana yelled.

However, that wasn't what was grabbing the team's attention. It was Elfman, sitting on a table across from her, chugging down an entire barrel of beer.

"Hey," Cana said, "what's the deal? Why do I smell like a brewery?"

Suddenly, Elfman sat down the barrel and looked around with big, wide eyes. "Wait! What! How did I…Ugh…" his face then began to turn green. "OH man….I…ugh…I think I really need to take a nap right now." With that said, Elfman fell over past out.

"Elfman and Cana?" Gray said. "Anyone else?"

"Hey Droy," Droy looked over to Jet only for his face to fall into shock.

"Yeah? What is it now, Jet?" He looked over and was met with similar shocking results.

"Hey!" They both shouted, pointing at one another. "Stop looking like me?"

Ben glared at Gray. "You just had to ask."

"I don't think anyone's gonna be able to tell the difference with you two." Makarov/Mira commented, and then her expression brightened. "But in my case, having a body like this is a dream come true."

"Please help me, Levy! Help me!" Mira/Makarov cried comically.

Levy and the Ultimate Team stared at their fellow, body-swapped friends, who were bickering amongst each other. Dumbfounded expressions were plastered on their faces while sweat drops rolled down their faces.

"Oh no…" Levy gapped. "I think I'm a little over my head here."

"Oh boy…" Ben exhaled deeply. "This…makes things complicated."

…

"_Magic is not a toy. It can turn your world on its head. The very fabric of your being can be pulled from you in an instant. So don't take it likely. Until next time…" _

"_Are you seriously gonna end it like this?!" Ben and Natsu shouted. _

**Ultimate10: "I'm the author…so as Happy would say, Aye!" **

…

**A/N: Well fellow readers, I hope you enjoyed! I know some of you may be upset with who I had Ben switched with or even Erza, since it was funny when she got switched with Happy. I have to admit, that was my favorite one! It was hilarious. I was actually gonna have Ben switch with Happy at first, but then I remembered, he can already turn into things that are smaller and weaker than Happy…so it wouldn't affect him as much as it would Erza or in this stories case, Lucy. And Natsu & Gray, come on! I just had to! **

**Before you ask, yes, now that the Fairy Tail stamp is on Ben's body, his transformations will have the Guild symbol on them. **

**Anyways, I have an announcement to make: I've decided to spend my time on Ultimate Fairy until the Phantom Lord arc is completed. Yay! At that point, I'll shift away to Prime Force where I can start and finish the Orion Pax saga. **

**If this chapter wasn't funny enough, I'm sorry. I did my best without following the episode exactly. Now we get ready for the Phantom Lord arc! Please leave any comments or critique in the review box. Until then…**


	9. The Phantom Lord Pt 1

**Ultimate Fairy**

**Chapter 9: The Phantom Lord **

**Part I**

…

**Magnolia **

A couple days have passed since the Changeling spell incident. Since then, everyone has been returned to their rightful bodies. It was mostly Levy's doing, however, Ben did play a small role too. After getting transferred back to their bodies, Ben had gone Greymatter and taken a look at the request.

He concluded that Levy did have it right by saying the spell backwards; unfortunately, she didn't pronounced it correctly, which in turn caused the other Guild members to be switched amongst each other. However, the incident was resolved and now everything was back to normal…well as normal as things can get for a superhero and team of wizards.

Currently, Ben, Natsu, Gray, Lucy, Happy and Erza, or the "Ultimate Team", had arrived into Magnolia back from a successful mission. Ben found the mission to be quite enjoyable, enabling him to work out some frustration on the bad guys. Although he didn't make a big sum of money, that mattered little to Ben. He was just happy he could help people.

The Ultimate Team was walking down the street. Erza was at the back of the group, pulling her cart full of suitcases. Ben never could understand why she brings so much stuff with her on jobs, or even how she possibly carries it around all the time. The teen hero though decided to look past it, since there were many things in this world full of magic that he doesn't really comprehend.

"Was that an awesome job or what?" Natsu laughed with rosy cheeks.

"Well the client sure seemed to think so." Happy replied.

"I'll admit," Ben said, "that was a pretty cool mission."

"Yeah, especially when you transformed into that big bird guy and started kicking the bad guys all over the place." Natsu added brightly.

"You mean Kickin' Hawk. Yeah that was pretty fun." Ben grinned.

Gray scoffed playfully. "Face it; you guys are just lucky that I decided to come along."

"We're lucky that you begged to come with us?" Natsu countered. "How do yah figure?"

"Because you're as helpful as one of Erza's suitcases," Gray responded.

The Dragon Slayer and ice mage got in one another's face with angry looks. "You better watch your mouth or I'm gonna pack you like a suitcase, pal!" Natsu growled.

"That doesn't make any sense." Gray retorted.

Ben leaned to his right where Lucy was walking, and whispered, "Are they always like this?"

"Pretty much," Lucy deadpanned. Instead of wearing her usual attire, she was sporting a tight pink shirt with a black skirt. Also, in her arms was her Celestial spirit, Plue. Ben noticed that she tends to summon the little guy during their R&R time.

Erza got between the two and forced them apart easily. "Enough boys!" she then turned to Gray. "Now please get dressed."

It was true. Gray had somehow stripped down into a pair of black boxers within the blink of an eye. This still amazed and creep Ben out.

Gray's expression fell into shock. "For crying out loud how does this keep happening?!"

"Piece of advice, Gray," Happy suggested, "Never get in a fight in your underwear."

Ben laughed. "Yeah, true that!"

"Uh guys, hate to interrupt your conversation, but…" Lucy intervened.

"What's up?" Natsu asked.

She held up the request, which depicted a five hundred jewel reward. "When I took this job I was hoping for it to be a solo mission. So, why did you all come along?" She asked sheepishly.

"Oh come on, isn't it obvious?" the Dragon Slayer said.

"No I don't think so." Lucy replied.

Natsu gave her his trademark toothy grin and a 'thumbs up'. "We're Fairy Tail's ultimate team, so we have to stick together."

"Aye sir," Happy agreed.

"And don't you forget it." Gray added.

"They're right, Luc…like it or not, you're stuck with us." Ben smirked along with the others at the blonde mage.

Erza only nodded in agreement.

Lucy was blank for a short moment before she smiled. "Yeah we are!"

"No job is too tough." Natsu stated with confidence. "Not for me, Happy, Ben, Erza, and even droopy pants here."

"Don't call me that." Gray said.

"We are quite a capable bunch." Erza admitted happily.

"There's nothing we can't handle." Ben stated.

"Aye," Happy agreed.

"HEY! You forgot about me!" Lucy yelled.

As the group continued down the stone street, Natsu laughed a bit. "Oh lighten up Luppy; I'm just messin' with yah."

"Well I don't appreciate it and that is not my name." Lucy replied annoyed.

Erza stopped as she clinched her fist tightly. "Please, forgive me." She said sincerely. "I truly did not mean to upset you. I let myself get carried away, it will not happen again. If you would like, you may strike me now."

Ben sweat dropped. _'Okay…that's probably taking it a little too far.' _

"That's okay; I really don't think it's in my best interest." Lucy responded.

"Smart move," Ben, Natsu, and Gray said simultaneously.

As the team strolled down the street, passing Magnolia citizens stared at them and whispered to one another. They looked at them with albeit…sympathy? Ben wasn't new to people staring at him; however, the way these people were looking at them looked suspicious.

"Uh…why is everyone staring at us?" Ben asked, voicing the question that was on the other's minds.

"It's not the good kind of staring." Happy commented.

"They feel so pity…" Erza said. The redhead then looked forward and quickly stopped in her tracks.

The rest of the group followed her gaze and were dumbstruck. From the distance, the Guild Hall looked very peculiar. They couldn't see much, but from here there appeared to be large poles sticking out in random spots all over the building.

'_Whoa,' _Ben thought. _'What the heck happened?' _

"What? Why does the Guild look so…bizarre?" Erza inquired.

"Only one way to find out," Ben said. "Let's get a closer look."

The Ultimate Team continued down the path that led to the Guild Hall. When they finally reached their destination, they were dumbstruck. Several giant iron pillars were protruding out everywhere across the pagoda shaped building, one was even sticking out through the Fairy Tail sign above the front doors.

"No way," Gray muttered.

"This looks bad." Ben noted.

"What's happened to it?" Erza asked.

"No," Lucy whimpered lightly, holding her hand over her mouth. "I don't understand."

A moment passed as the group stood stationary, gazing in a mixture of shock, confusion, and in Natsu case, anger.

"Our Guild," Natsu snarled, clinching his fists. "Someone did this to our Guild."

"But who would do such a thing." Titania said.

"It was Phantom." a female voice answered.

The team, minus Natsu, turned around to see Mirajane standing behind them, ready to break into tears.

"Are you serious?" Gray said calmly.

Natsu turned to look at Mirajane with pure fury. "You mean Phantom did this?" he growled.

"We couldn't do anything to stop them. They got us good." Mirajane sobbed.

Ben cocked a brow in bewilderment. "Who's Phantom?"

Gray turned to Ben. "Phantom Lord, they're our rival Guild. We've never been on the best terms with those jerks…as you can see."

"Oh," Ben replied.

Later, the group proceeded into the building and headed down a flight of stairs that led to the basement. The basement was usually used for storage but since there were iron pillars everywhere, it was the only place in the Guild Hall unaffected.

The rest of the Guild was seating at makeshift tables, either eating, drinking, or moping. Anyone could tell that their morale was very low. Ben could even see that his friends' seemed disheartened too. He didn't like seeing them in such a state.

"Yo! What's up kids!" Makarov slurred, holding a mug of beer. It was obvious that the master was drunk.

"Uh…hi," Lucy said awkwardly.

"Sorry we weren't here sooner." Erza added, skipping preamble.

"Why the heck are you all just seating around down here?!" Natsu demanded angrily.

Natsu was ignored as the old mage shifted his gaze to Lucy. "How did it go, Lucy? Did yah finish the job like a good girl?"

"Yeah…I guess so," Lucy replied.

"Master," Erza said firmly, "do you not understand the gravity of this situation?"

"The Guild Hall has been completely destroyed!" Natsu inputted.

"There's no need to get yourselves worked up." Makarov responded slurry. "It's not like it's the end of the world or anything." He then took another big gulp of beer.

"What?" Gray asked.

"Hmph," Makarov continued, "just goes to show you how cowardly those thunderheads in the Phantom Lord Guild really are. They struck when no one was here, is that anything worth bragging about?"

"No one was here?" Erza queried.

"It was after everyone had already left for the night." murmured Mirajane.

"That's a relief." Ben sighed. "At least nobody got hurt."

"Yes," Erza agreed. "Thank goodness for that."

"We shouldn't trouble ourselves with people who don't even have the guts to face us head on." Makarov asserted. "Forget about those fools."

Suddenly, Natsu slammed his fist into a wooden crate, putting a huge dent into it and sending wooden chips flying.

"Ain't gonna happen, gramps!" the pink haired mage shouted. "We can't just let them trash our place and get away with it!"

"We're not talking about this any longer." Makarov replied calmly. "We'll handle job requests down here until the upstairs is repaired."

"We shouldn't be worrying about…"

"NATSU!" Makarov yelled. "That's enough out of you!"

Unexpectedly, the old man reached out his hand and slapped Lucy's rear.

Ben stared dumbfounded. _'Okay…he's one hundred percent drunk.'_ He thought.

"And you spanked me because…" Lucy trailed off.

"Hands to yourself, master!" Mirajane admonished.

Makarov pulled back his hand and laughed sheepishly. He then jumped off the crate he was seating on and ran across the room.

"Where are you going?" Natsu demanded.

"OH keep your dress on." Makarov retorted. "I gotta take a leak."

Natsu's ire deemed a bit as he looked at the floor. "I don't understand why he's being like this."

"Listen," said Mirajane, "this is just as hard on him as it is for you. He's mad, but conflict between the Guilds is strictly prohibited."

"But that's not fair!" yelled Natsu. "Those Phantom creeps started this!"

"I know, but that doesn't matter." The white haired beauty responded.

"If the master's decision is to not retaliate, then we must respect it." Erza said, although there was a hint of reluctance in her voice.

Ben looked around, and other than Natsu, he could see the downcast expressions on everyone. He had never seen his friends this disheartened. He wished there was something he could do. All of a sudden, the teen hero's face light up as an idea came to mind.

The jacket clad teen turned to Mirajane. "If you want, I can repair the Guild for us." He offered.

"Huh?" Mirajane gapped lightly. "You can do that?"

The rest of the team and the Guild who overheard Ben's offer all turned to him bemused and slightly amazed. A few of the Guild members muttered comments, some which questioned Ben's sanity. Though their skepticism was granted; how could one person fix an entire Guild Hall?

"Yeah," Ben elaborated, "I have an alien that can repair the damage in no time at all."

"Really?" Erza cocked a brow, folding her arms over her chest, unconvinced.

The Omnitrix hero only nodded.

"Well," Mirajane's tone seemed to perk up a bit. "If you can do it, then please do."

Later, Ben and the rest of the Guild made it out of the basement to stand outside the ruined building. They gave Ben a little room as per requested. The newbie member stood in front of the main doors, looking over the damage done.

'_This is pretty intense…but nothing I can't handle.' _Ben mused.

He tapped the Omnitrix dial, scrolling through his alien playlist. When he spotted the form he wanted, he tapped it, and slammed down the core. In a flash of green, in Ben's place stood a large, cooper colored robot with long, thick arms, stubby legs, and a clock winder on its head. The Omnitrix disk was positioned on a green hole in its chest, which showed gear-like mechanisms inside.

"**Clockwork," **Ben shouted in a German accent.

The Fairy Tail mages all stared in astonishment and confusion. What was this form, and what could it do? Natsu looked blankly for a moment until he finally remembered.

"Hey!" he said, starting to smile. "I remember that guy! You're gonna use your time powers to fix the Guild, huh?"

Clockwork glanced back at the Dragon Slayer and nodded, or the closest thing he could to a nod since he had no neck.

"Time powers?" Erza questioned with a raised brow. "I find that very unlikely."

Clockwork heard the redhead's comment and smirked.

"This is gonna be a big job, but I can handle it." The copper robot said.

Clockwork held out both arms and fired beams of emerald light at the Guild Hall. The entire building was bathed in green light. Concentrating on his abilities, Clockwork began to reverse time around the Guild Hall.

Suddenly, the iron columns sticking out from the building began to vanish. The damage done to the wooden structure started disappearing as well. The mages all watched in awe as the Guild Hall was being fixed before their very eyes.

Another ten seconds passed before Clockwork ceased firing his time beam. As the emerald light faded, in its wake was a fully repaired Fairy Tail Guild Hall. Some wizards gasped in shock while others, like Erza, stared in amazement. The Guild's spirits quickly lifted into joy from the sight of the repaired building.

Clockwork fell to his hands and knees, panting heavily. In another green flash, Clockwork reverted back to Ben. He was sweating a little bit as he breathed deeply. The rest of his team came to him with concern; Natsu leaned down by his side.

"You okay, dude?" Natsu asked.

"Y-Yeah," Ben panted. "It's just…using Clockwork's power like that…tires me out a lot." He took in another breathe as he continued, "I'll be fine."

Natsu offered Ben a hand, which he accepted and returned to his feet. Erza gazed at the fully repaired building as the rest of the Guild flooded in with raised spirits, thanking Ben on their way in.

"Good work, Ben." Erza complimented. "That was very kind of you."

She then grabbed Ben's head and lightly slammed it into her armored chest. It was her way of showing gratitude or apologizing to her friends, in this case both. When she let go, Ben stood up a bit, with his face flushed.

"Uh…no biggie," Ben grinned nervously.

"Yes, it is." Erza argued bluntly. "Forgive me. I'm sorry that I doubted you, it won't happen again. If you want, you may punish me."

Ben's paled slightly. He chuckled lightly as he held up his hands in a placating gesture. "No, that's unnecessary. Apology accepted."

"Smart move," the others commented.

…

When nightfall had come, Lucy was walking down a street that ran across a canal that went through the city. She was pulling her suitcases behind her. Her faithful companion Plue was in front of her. The blonde mage was thinking about the damage done to the Guild by the Phantom Lords, even though it had been repaired by Ben.

"Well this is some mess we're in now, isn't it Plue?" Lucy asked.

"Huh," the little spirit said.

"I didn't know the Phantom Lord and Fairy Tail had such a rivalry between them." She noted.

"Uh-huh," Plue remarked before he started dancing around her, a large smile on his face.

"Honestly," Lucy admitted, "I thought about joining them before I met up with Natsu. They have a reputation that's just as crazy as Fairy Tail's." the Celestial mage paused, and then smiled. "But I love our Guild, and I don't regret my decision at all."

"Fairy Tail's kinda like my family." Lucy confessed as she opened the door.

As soon as she entered, her eyes bulged open. Seating at her dinner table eating a large, cooked fish was Erza, Gray, and Ben. Erza was at the front while Gray and Ben were at the side. Natsu and Happy were on the floor, the latter was eating a fish of his own.

Ben had taken off his green jacket and hung it up on a coatrack in the corner of the room. Erza wore a white shirt with a blue skirt. Gray sported a pair of black pants and white buttoned up shirt. Natsu was in his regular attire.

"Very nice place you have here." Erza admired.

"YOU CAME IN WITHOUT ASKING FIRST!" the blonde then threw her at suitcase at Natsu, which Ben winced at. "WHY ARE YOU HERE?!"

"Since the Guild has been attacked," Erza answered calmly, holding up a cup of tea, "we can assume that there are still Phantom Lord members in town."

"They probably figured out where everyone in Fairy Tail lives by now." Gray added.

Lucy flinched. "Where we live?!" she screeched.

"Mira said it would be safer if we held up together." Gray clarified. "You know… strength in numbers."

"I guess you're right." Lucy agreed.

"That's why everyone in Fairy Tail is having a slumber party tonight." Happy exclaimed.

"You are a very attractive teenage girl after all." Erza explained. "I wasn't entirely comfortable with you being here alone with Ben, Natsu, and Gray. I felt like I could only relax if I stayed here as well."

Ben looked at Titania and crossed his arms over his chest. "You do remember…that _you_ convinced me to come here while I was okay with guarding the Guild." Ben frowned.

"It's not time to relax!" Natsu inputted angrily.

"So it was already decided that these three would stay with me?" Lucy inquired.

"Only Natsu and Gray," Erza corrected. "As Ben mentioned I convinced him to come along. After all, we are a team and must stick together."

"But why'd they have to come to _my_ place?" demanded Lucy.

"Whoa!" Happy said, going through a basket of laundry. "You sure have a lot of dirty clothes."

"Hey!" Lucy shouted. "You better get out of my stuff or you're dead meat!"

As Happy went through Lucy's laundry, Plue had picked up a pink lollipop off the ground and started licking it. This quickly caught Natsu's attention.

"Hey Plue," Natsu yelled, "Did you find something to eat? Oh come on, don't be hogging it all!"

"Ahh…" Plue said, still licking at the candy.

"Ooh look Erza, I found some frilly panties you might like." Happy offered mischievously, holding up a pink pair of small panties.

Erza took them and examined them with wide eyes and a bit of sweat dripped down her face. "I can't believe you would actually wear something like this, Lucy." She chimed.

Plue eventually found a box full of sweets, which he and Natsu began to devour happily.

"I'm gonna catch some shut eye," Gray said, lying on Lucy's bed, "so could you please keep it down?"

"That's not even your bed, Gray, and by the way, where are your clothes?" Ben laughed, leaning back in his chair by the table. The ice mage panicked when he realized he was in his boxers.

"You guys are taking this 'make yourselves at home' deal a little too far." Lucy moaned.

"We have a serious problem here." Erza glanced back, looking at the three teenage boys. "You boys hygiene. I refuse to sleep in a room that reeks of sweat."

"But I took a shower this morning." Ben protested. He then sniffed his armpit. "And I don't smell bad!"

"I don't wanna take a bath right now." Natsu added.

"But I already got into bed." Gray whined.

Erza brought the three together. Natsu and Gray on the outside while Ben was in the middle. She stood behind them with her hands on Natsu and Gray's outer shoulders.

"Come on, boys," Erza urged. "Do we have to take a bath together like we did when we were kids?"

Ben's eyes widened at this. _'Say what?!' _he shouted inwardly.

Erza then looked at Ben coyly. "As for you, Ben, you may join us if you would like."

Ben turned to her flustered, his expression portraying shock. "Huh?! What?!"

"What kind of relationship do you guys have?!" Lucy shrieked, equally as stunned as Ben.

"Erza's ultimate team!" Happy commented.

"More like strangest team!" the blonde countered.

…

At least an hour later, Lucy and Erza had finished with their bathes. Ben, Gray, and Natsu were still a bit reluctant to go. The former couldn't help but blush when Erza came out with just a pink towel covering her form, light reflecting off her wet body. Thankfully, in Ben's case, she didn't see him blush, but what really caught his eye was when she Re-Quipped into a pink set of pajamas with purple crosses all over it.

'_That's gotta to save time in the morning.' _Ben mused.

Later, Natsu was sleeping with his head down on the table while Ben and Lucy sat around him. Gray, meanwhile, was sitting at Lucy's desk while Erza took a seat at Lucy's bed in front of the table. Excluding Natsu, the group was discussing an obvious topic, Phantom Lord.

"Do you have any idea why Phantom attacked us out of the blue?" Lucy asked.

"I'm afraid not." Erza replied. "We have had our fair share of scuffles with them in the past, but never on anything of this sort of magnitude before."

"If Gramps wasn't so scared we could wipe out those punks once and for all." Natsu mumbled.

Ben looked back at the Dragon Slayer and cocked a brow. "Since when are you awake?"

"Come on Natsu, you know master isn't afraid of them." Gray scolded lightly. "You seem to be forgetting he's one of the Ten Wizard Saints."

"I didn't give you permission to read that!" Lucy shouted at Gray, who was holding a stack of paper in his hand. She quickly snatched it from him and held it close to her.

"You can't just snatch it out of my hand without at least telling me what happens next." Gray complained.

"Yes, I can." Lucy stated. "I promised Levy she would be the first to read it, so you're just gonna have to wait."

Unexpectedly, Erza held out a hand, expecting for Lucy to give it to her. "You're not getting it either!"

Ben chuckled a bit. "Okay, as funny as this is, there's something I've been meaning to ask. What are these Ten Wizard Saints?"

"It's an honor bestowed from the Magical Council." answered Erza. "It's an extremely covenant title shared by the ten most powerful wizards on the continent."

"Wow," Ben breathed.

"Wha…really?" Lucy stammered.

"Phantom Lord's Guild Master Jose is one of them too." Happy added.

'_That's true.' _Erza thought, her mind drifting back to a certain blue haired mage. _'And so is he.' _

Natsu slammed his palm onto the table, nearly breaking it. "He is afraid! He's scared Phantom has too many members for us to handle!"

"Could you please use your inside voice." Lucy suggested weakly.

"That's not true and you know it." Gray rebuked sternly. "It's just like what master and Mira said before. The consequences of us going to war with Phantom are nowhere near worth the fight. The order of the magical world is at stake here."

"But I don't understand. Are they really that strong?" the Celestial mage inquired.

Natsu grinned confidently. "They ain't got nothing on us. We can take those clowns."

Erza stood up from the bed. "No. If we were to engage them in battle…neither Guild would survive. Their strength equals ours." She continued. "Phantom's Master Jose is also one of the Ten Wizard Saints, which means he's on par with Makarov. They also have an elite group of wizards similar to our S-Class, known as the Element 4. But the strongest out of all of them is Black Steel Gajeel, the Iron Dragon Slayer, who I believe was responsible for the destruction done to the Guild Hall."

"W-wait," Ben said, "he's a Dragon Slayer too? I thought Natsu was the only one."

"Yeah, so did I." Lucy added. "So, if he's the Iron Dragon Slayer, does that mean he eats iron?"

'_Hmm…kinda like Eatle.' _Ben thought.

…

**Phantom Lord Guild Hall**

The main hall of the Phantom Lord Guild was a dark, large stone walled room with tables aligned everywhere. The torches mounted on the walls were the only source of light in the main hall. Sitting alone at a table was a young muscular man with long, black hair that was spiked up. He wore a shabby, black, sleeveless tunic with silver studded edges, a pair of beige pants, and studded black boots. On his right shoulder was a black wing-like ornament jutting upwards.

This was Gajeel Redfox, the Iron Dragon Slayer.

The table he was sitting at was covered in a variety of iron materials such as pots and pans. Gajeel was chowing down, not on regular food, but rather from the actual metal items sprawled across the table.

"Hey Gajeel, I heard you made a mess out of the Fairy Tail Guild Hall." A Phantom mage then smirked. "I also heard that one of their mages completely repaired it. Man, sure sucks for you. I mean, after all that work." He then began to laugh.

Gajeel ceased his eating and growled. He swiftly turned to face the mage. Shockingly, Gajeel's arm transformed into a black iron pillar and extended out, slamming into the fellow's face and sent him careening back. The other Phantom Lord wizards who witnessed this all began to laugh loudly.

"How many times do I have to tell yah?" Gajeel growled as his arm reverted from an iron pillar back to normal. "I don't like to be bothered while I'm eating! And besides," he stopped as he stood up on his table, glaring at all his Guild mates, "whether their precious Guild Hall was repaired or not, those Fairy Tail clowns have got nothing on us. We're way more powerful than they could ever hope to be."

His Guild mates all agreed.

"The dye has been cast." A voice said. Everyone looked up to see a tall figure standing by the railing of the second floor, his form was shrouded by the darkness. This was the Guild Master, Jose. "I compliment your excellent work Gajeel, despite that Fairy Tail's newest member undid it."

"After that little stunt, I realized that we weren't hard enough on them." Gajeel jeered. "So, I decided to leave them a little something extra. A present. One that's sure to get those Fairy Tail's panties in a knot."

"Very good, my boy," Jose praised. "Be sure to not bring any harm to you-know-who, if you please?"

Gajeel only grinned wickedly.

...

**Magnolia **

The next day, the Ultimate Team was preparing to head toward the repaired Guild Hall, until they spotted a disturbance in Southgate Park. They approached a large crowd, composed of a big sum of their Guild mates and town citizens, which was gathered at a large tree in the center of the park.

They were concerned, everyone looked horrified. When they spotted the commotion Ben and the other gasped in horror. Hanging from the trunk of the huge tree was Levy, Droy, and Jet. All three of them looked seriously beaten up. Iron clamps were keeping them pinned to the tree trunk, and painted on the tree was the Phantom Guild mark.

"LEVY!" Lucy cried.

Natsu clinched his fists, his eyes burning with fury. Ben was feeling a similar sense of anger as he glared at the Phantom mark on the tree. He gritted his teeth, trying to keep his emotions in check. However, Ben couldn't say the same for Natsu, not that he could blame him. The teen hero didn't know these Phantom Lord guys but they had hurt his friends and placed them where everyone in town could see them.

'_I don't care if I know them or not. They've gone too far! Nobody messes with my friends and gets away with it!' _Ben thought, clinching his own fists.

The crowd grew silent and cleared a path for Master Makarov. Instead of his usual attire, he was wearing a black pants and a white coat with the Ten Wizard Saint symbol on the back; though he still held his smiley face cane in his hand.

"I can take our headquarters being reduced to rubble," hissed Makarov, "but I will not allow harm to come to my children without TAKING REVENGE!" His grip tightened until it promptly crushed his cane's shaft.

Suddenly, golden light began to shine from beneath the old man. Ben took a cautious step back. He had never seen Makarov like this, and he could feel a scary amount of power radiating off of him.

With an enraged scowl on his face, Makarov yelled, "We have no choice but to go to war!"

…

**Oak Town**

Oak Town, located in the Northeastern sector of Fiore, was home to the Phantom Lord Guild. The Guild Hall itself was a large, stone castle-like building that towers above all the other structures in the town. The Phantom Lord members were all lounging around, drinking beer, talking, and laughing.

The biggest conversation topic today was Gajeel defeating three Fairy Tail members' singlehandedly and hanging them up on a tree in a city park for everyone to see. Three wizards were sauntering toward the main doors with smug smirks on their faces.

"Wow," one said, "we should go pick off a few Fairies ourselves."

As they approached the exit, the front doors were blasted off of its hinges by a flaming inferno, sending the three wizards careening back. The Phantoms quickly turned their gaze to the main doors, and as the smoke cleared, standing in the door way was a pissed off Natsu Dragneel.

Standing behind was Ben, Erza, Gray, and the rest of the Fairy Tail Guild. Lucy was absent, offering to stay behind and watch Team Shadow Gear back at the Magnolia Hospital.

"Fairy Tail has come calling!" Makarov declared.

A group of Phantom Lords immediately jumped at Natsu, letting out battle cries. The Fire Dragon Slayer shot out a wall of fire, blasting back the group, their bodies charred and smoking.

"Alright! Who wants to play with fire!" Natsu roared.

Ben stepped forward and swiftly activated the Omnitrix and selected an alien. "And who wants to play with…" He slammed down the core. After an emerald flash, the Phantom Guild was taken back to see a seven foot tall plant-man with a flame pattern design now standing by Natsu.

"**Swampfire!" **Ben yelled, finishing his last statement. "It's Hero time!"

The Phantom mages quickly got over their shock and charged head on at Fairy Tail. Natsu and Swampfire charged head first at the large pack of enemy wizards, both lighting up their fists with flames and punching the lights out of their opponents.

Meanwhile, Macao held out his hand, and chanted, **"Fish Net!" **Without warning, several bluish-purple tendrils of energy manifested out from a purple magic circle on his hand and wrapped up several Phantom Mages, suspending them in the air.

Macao turned to Wakaba behind him. "Now Wakaba!"

The green shirt man smirked. "On it! Here comes, **Smoke Punch!" **Suddenly, multiple pink magic fists fired out from Wakaba's pipe and punched the Phantom mages trapped in Macao's net.

As the various members of Fairy Tail and Phantom Lord battled, Swampfire was in the middle. A random member had used a bench as a springboard to leap at Ben; however, the Omnitrix bearer saw this coming. He cocked back his green fist and delivered a wicked haymaker into the guy's face, sending him flying back across the room.

A couple more charged Swampfire from the side, but he easily summoned fireballs in his hands and fired blazing streams of flame at the duo. He received similar results like from the last guy, they were sent careening back – only this time, these guys were charred.

Swampfire inwardly smirked. These Phantom creeps had nothing on him, and from the way the battle was shaping out, on his Guild mates neither. However, before Swampfire could continue his onslaught, he was quickly surrounded by a group of a dozen Phantom mages.

The Methanosian looked around him, a scowl etched on his black face. "Come on you bunch of pansies!" Swampfire challenged. "Attack me if you got the guts!"

"Get that freak!" a Phantom wizard shouted.

Half of the group in front of Ben leaped at Ben, magic circles forming in their hands. Swampfire didn't know what magic they possessed, which meant he wasn't going to take a chance. He held out his arms and discharged two powerful streams of fire. The six mages were quickly blasted back unconscious.

Despite the power that Swampfire was demonstrating, the other half of the group engaged him. One was lifting up an axe to strike him, but Ben dodged the swipe and backhanded the guy to the ground. Suddenly, a mage had managed to sneak up behind Swampfire and stabbed his magic sword straight through his abdomen.

The man behind Ben sneered. "Not so tough now are you Fairy Tail fly."

Swampfire smirked. He pulled forward until the sword was removed. The man gasped in shock as the hole in his torso instantly healed with a sickening suction sound.

"W-w-what the…?" he stammered.

"I am not a fly." Swampfire lunged at the mage in a blink of an eye, a sent an uppercut into his jaw. The wizard went flying backwards until he crashed into another group of Phantom mages. "I'm a superhero!"

In the midst of the fighting, Makarov stood nonchalantly with his arms crossed and his eyes shut. A large mass of Phantom wizards, who surrounded him, all charged at once. Makarov opened up his eyes, bright golden light shining out of them. All of a sudden, the ground began to shake as Makarov's body increased to a height of sixty feet, the same height as Humungousaur fully grown.

He slammed his palm on the stone floor, trapping a few mages underneath. They all stared up in fear and awe.

"He's…a monster!" a Phantom mage said fearfully.

"AND YOU WOULD DARE HURT THIS MONSTER'S CHILDREN!" Makarov bellowed; golden light illuminating off his body. "WERE YOU REALLY FOOLISH ENOUGH TO BELIEVE THE COUNCIL'S LAWS WOULD PROTECT YOU FROM MY RAGE?!"

The Phantom Lords all paused, expressions of shock and awe plastered on their faces. They were amazed by the power shown in Master Makarov and the members of Fairy Tail.

"He's pretty strong." One remarked.

"Yeah, and his members are strong too." Another added.

"I didn't know Fairy Tail was like this."

As Fairy Tail continued their onslaught on Phantom Lord, the super-grown Master Makarov glanced around. "JOSE, SHOW YOURSELF!"

Erza, who was in her normal Heart Kreuz, slashing two swords away at her opponents, Re-Quipped into her Flame Empress Armor. This armor was primarily dark red but also sports orange and black parts, with the first ones being shaped like flames and the second resembling Dragon's limbs. Her bright scarlet hair was tied into a pair of high, long pigtails. In her right hand was a long red, flaming sword.

Erza cries out as she leaps into the air, slashing her flaming sword at a group of Phantom mages. The attack sent them sprawling back charred and beaten.

"TELL ME!" she yelled. "Where can I find Gajeel and the Element 4!?"

Meanwhile, a black spiked hair man stood atop one of the many timber rafters on the ceiling. Gajeel smirked at the scene taking place. He had to admit, he was impressed by how much power Fairy Tail was showing, beating up his Guild mates like nothing. His eye was especially caught by Master Makarov, Erza, and Swampfire. He didn't know Ben's true identity, only that he was responsible for repairing the damage done to the Fairy Tail Guild Hall.

"Ah, the legend herself, Titania Erza," Gajeel said. "I guess Laxus and Mystogen are too scared to play, or do they not care? Either way, Master Jose knew exactly how this was going to go down." He pauses and grins. "Looks like they're really good fighters…for a bunch of scumbags,"

As the battle waged on below, Natsu was consuming the fire that Phantom mages shot at him, which stunned them. The pink haired young man burped as a hungry grin spread on his face. "Oh yeah, now I got a fire in my belly!"

"No way! He ate fire!" a Phantom mage cried.

"You don't think he's one of _those_?" another asked in fear.

Natsu slammed his fists together, a reddish-orange circle appearing in front of them. **"**I'm gonna blow you away! **Fire Dragon Roar!" **He put both hands over his mouth like a trumpeter, a huge torrent of flames bursting out. The fire sent the group flying back with burns.

Gray, who wasn't wearing a shirt, stood in the center of a big pack of Phantom mages. The mages all charged at the raven haired teen, but Gray remained calm. He put his fist on top of his palm and held them out.

"**Ice Make: Lance!" **

Without warning, a barrage of icy lances shot out from a magic circle in front of Gray. The lances sent the wizards sprawling back uncontrollably.

Erza had Re-Quipped into her Black Wing Armor. It was black with silver trimming with silver crosses is several places, silver-edged breastplate and plates flanking her hips that reach down to her waist-guard, and two wings that have black metal "arms" acting as the wings' leading structure. Her hair was tied into a long pony tail.

As she flew though the air, she slashed her silver blade at her enemies and threw them around like nothing.

Eventually, Natsu and Gray were back-to-back, the formers hands covered in fire while the latter's was shrouded in icy mist.

"You're not doing so bad for being a snowman." Natsu quipped.

"I could say the same for you too, pyro." Gray replied.

Across the room, Swampfire was beginning to become overwhelmed. He had taken care of the first few waves of Phantom Lords without a hitch. But now, it seemed most of the remaining mages were turning their sights on Ben. He guessed they were either trying to overwhelm him with numbers or were just stupid…maybe both.

A Phantom mage held up a rod and fired a bolt of lightning at Swampfire. The lightning went straight through Ben's torso, scorching the green parts around it. He grunted in slight pain as he fell to a knee. A wave of weakness overcame him as his body worked to regenerate the injury.

"He's weakened! Take him down!" the wizard who shot Ben ordered.

"Yeah, he can't take all of us at once!" another shouted.

Taking their golden opportunity, a squad of at least two dozen Phantoms all jumped at Swampfire simultaneously. Ben lifted his flame-patterned head up and could only watch as the group dog-piled on top of him. While the large clique piled on top of the Omnitrix bearer, ten other wizards surrounded the pile. Some were holding magic swords and axes while others were summoning magic circles.

"He's not so tough after all." A mage commented smugly.

Erza, who was still flying in the air in her Black Wing Armor, witnessed Ben get overwhelmed. "Ben, hang on!" she yelled, taking off toward the large pile with her sword reared back.

Before she got there, though, a familiar green light flashed through the open spaces of the pile of wizards. All of a sudden, a massive azure blast erupted from beneath the pile of wizards and sent them all flying in every direction. Erza made sure to dodge the burnt mages flying past her.

As the smoke cleared, standing there was an eight foot tall being that looked like a humanoid tree. Its body was comprised of dark brown, petrified wood. On its hunched back were three blue, gooey shells and his flame-patterned head was inside one of the frontward facing shells. The Omnitrix dial, which now had four prongs sticking out, was still positioned on its chest. And on its left shoulder was the Fairy Tail Guild mark stamped in black.

"**Ultimate Swampfire!" **Ben yelled in a deep, nasally voice.

The Phantom mages who hadn't been blasted away all stood frozen, shaking and muttering incoherently. Erza's own eyes widened from seeing this new form. She could sense a lot more power radiating from this Ultimate Swampfire than the original.

"What the hell is that thing?!" One shouted.

"What kind of Take-Over wizard is this guy?"

"He…he must be very powerful." A guy stuttered timidly.

"WHO CARES!" a brave Phantom wizard shouted. "GET HIM!"

The ten men charged at Ben; however, Ultimate Swampfire stood still uncaringly. As the mages got within range, he held out both hands and discharged a powerful blast of blue fire at them. They cried out in pain from the flames as they were blasted back with burns across their bodies.

Ultimate Swampfire pulled off some blue, gooey balls form his forearm and tossed them at the feet of another Phantom band. Upon hitting the floor, they ignited into blue fireballs and sent them careening back. The teen hero ran forward, tossing countless 'grenades' at his enemies, which quickly subdued them.

Across the area of unconscious, semi-burned Phantom Guild members, blue fire was scattered all over eating away at the air. Erza descended from the air and landed by Ben, looking his new form up and down.

"Quite an impressive form," Erza commented.

Ultimate Swampfire turned to her. "Thanks," He then noticed Titania's attire. If he were human, he'd be blushing quite a bit. It didn't leave much to the imagination, but he was also confused, how could something like _that_ protect her? "Uh…nice armor…if that's what you call it,"

"This is my Black Wing Armor." Erza elaborated. "It grants me flight and better offensive capabilities against my enemies."

The duo refocused on their surroundings as another pack of Phantoms was forming a tight circle around them. Ben and Erza were now back-to-back, the former summoning cobalt fire in his wooden-like hands.

"Well then," Ultimate Swampfire said, "why don't you show me how powerful it is then?"

Erza smirked. "With pleasure,"

The Phantom Lords yelled as the all jumped at the duo. Erza Scarlet flew into the air and delivered a powerful swipe from her silver blade, sending her attackers careening back. Ultimate Swampfire extended his arms and discharged an intense blast of blue flames. His opponents cried out in pain from the hot fire as they flew back and crashed in random places across the trashed Guild Hall.

Erza landed by Ultimate Swampfire's left side, smiling. "Is that powerful enough?" she teased.

Ben only smirked in response.

The two ran over to their other Guild members, stepping over fallen, unconscious Phantom Lord members on the way. Some of the Fairy Tail mages, like Natsu, were taken back when they saw Ultimate Swampfire.

"Whoa," Natsu breathed, "nice form, Ben. This guy's nearly hotter than I am."

"Thanks," Ben's expression then grew serious. "But we still got plenty of these Phantom creeps left to fight."

It was true. They had successfully subdued a large fraction of Phantom Lord, but there were still plenty left standing. Though they were no wary of Fairy Tail's might, they still surrounded them and were ready to engage. The Fairy Tail Guild stood together and prepared to continue their fight.

"We got 'em right where we want them though." Wakaba said.

"Erza," the redhead looked up the stairs that led to the second floor to see Makarov. He had reverted back to his normal size, but that didn't make him defenseless at all. "I'll leave the rabble to you and the others."

"Yes sir," she acknowledged.

Makarov walked leisurely but with a menacing aura casting off him. "Jose must be on the top floor." he growled. "When I find him, there will be hell to pay."

Erza watched as Makarov disappeared from view. "Please be careful." She prayed.

Ultimate Swampfire heard what she said and turned to her. "Will he be alright?"

The mighty Titania turned to Ben. "Jose is strong, but I'm sure Makarov will be fine."

Ben glanced back up the stairs. He knew that Makarov, despite his size, was a very strong person. Nevertheless, he was getting an uneasy feeling at the moment.

'_I don't know why,' _Ben thought_, 'but something just doesn't feel right.' _

Makarov walked up to a wall, and without having to touch it, the stone was blasted away. On the rafters above, Gajeel sneered as Makarov proceeded into the giant hole in the wall.

"Now that their little boss man is out of the way," Gajeel said, "it's time I throw myself into the mix."

The Iron Dragon Slayer then jumped off the wooden girders, descending to the floor below. A hungry, sadistic grin spread across his face.

…

**A/N: Okay, I've gone back and completely removed Ryven from the story. Hopefully this makes things better. I'll do the same for the next chapter and add in some things to where it doesn't follow the canon completely. **

**After hearing all your arguments, I can concede that it is too soon for a rival for Ben. But when I actually bring in one later down the road, would you guys prefer it be someone like Albedo during the Edolas arc or someone else in the Fairy Tail verse? IF you pick the latter suggestion, say who it is. **

**On another note, a shout out to all those who supported me even when I had Ryven was in the story. Keep in mind you guys, taking him out because of all the negative results wasn't really the main reason. I just decided that most of these people had a point in it being too soon for a rival. Nevertheless, Ben will have one later down the line. Just haven't decided who. **

**Anyways, please review and leave an honest critique. **


	10. The Phantom Lord Pt 2

**Ultimate Fairy**

**Chapter 10: The Phantom Lord **

**Part II**

…

**Phantom Lord Guild Hall **

Ben Tennyson was no stranger to battles. He had been in many throughout the years; however, he had to concede, he's never been in a fight like this one before. Things were still leaning toward Fairy Tail's favor, but Ben still had a nagging feeling in his gut that told him something was wrong. Nevertheless, like the rest of his friends, he continued the onslaught against Phantom.

Ultimate Swampfire pulled off a blue, gooey shell from his back and tossed it at the feet of a Phantom clique in front of him. The shell instantly ignited in a cobalt inferno, blasting the mages off their feet and flying back.

"Yeah!" Natsu exclaimed; his fist covered in flames. "These guys got nothing on us!"

Suddenly, a crash got everyone's attention. The Guild members from both sides ceased fighting and looked up at the large Phantom Lord sign in the room. Standing at the top was a young man with black spiked hair, a black and silver vest, and had iron studs all over his body.

A few members mumbled in fear from the presence of the man whilst Erza's eyes narrowed from recognition.

Gray looked at Natsu, and glared. "You were saying?"

"It's the Iron Dragon Slayer," Erza muttered, "Black Steel Gajeel."

"That's the Iron Dragon Slayer?" Ultimate Swampfire said, taking note of Gajeel's appearance. He closely resembled a heavy-metal musician in Ben's view. "He sure has the look for it."

Suddenly, Nab, a tan skinned man wearing a black vest and a necklace of skulls, jumped into view behind Gajeel. "You attacked Levy! AGGHH!"

Before Nab could punch him though, Gajeel transformed his right arm into a large, iron pillar and swiftly slammed it into Nab's torso. Gajeel's iron-club arm kept stretching out until it smashed across the floor, forming a trench and knocking back his own guild mate in the process.

"Whoa," Ultimate Swampfire gapped. He certainly wasn't expecting that!

"What the?!" Gray said; an expression of shock portrayed on his face. "He just knocked back his own guild mates with that attack!"

Black Steel Gajeel jumped from the billboard and landed safely on his feet. He chuckled as his iron-club arm reverted back to normal. "Show me what you got. Unless you scum are too scared to face the great Iron Dragon Slayer." He taunted.

This immediately enraged Elfman. "Too scared!" He lunged straight at Gajeel, his arm, which was transformed into some sort of beast-like appendage, was cocked back. "Real men have no fear!"

An amethyst magic circle in front of Elfman as his beast arm shifted into a bulky, silver plated one. His iron-platted fist connected with Gajeel's shoulder, but had no effect on the black haired man.

"You're Elfman, right?" Gajeel said. He then shifted his other arm into an iron pillar and extended it toward Elfman.

The large white haired man was quick to dodge the attack though. As Gajeel's arm returned to normal, he then kicked his leg out, which instantly changed into an iron-club and stretched toward Elfman at high speeds. Amazingly, Elfman caught the pillar with his hard iron plated hand.

"Ah, not bad big guy," praised Gajeel.

"Well that's because I'm a real man." Elfman stated.

"Yeah," Gajeel smirked, "well then, let's see how a _real_ man handles this!"

Without warning, a few lumps grew from Gajeel's leg. They quickly stretched out into miniature pillars and smacked into random Phantom members nearby who were spectating.

'_Huh?!' _Ultimate Swampfire thought, feeling his anger rise. _'This guy would purposely attack his own friends?' _

"They're Phantom! You attacked your own men?!" Elfman shouted as looked at the Phantom members being knocked back by Gajeel's manifested pillars.

"Because I knew it would distract yah!" Gajeel explained. His right arm shifted into a club and slammed into Elfman's face, driving him back.

Natsu jumped into view and used Elfman as a springboard to launch himself at Gajeel. He dodged another iron-club that Black Steel attempted to strike him with. The fire mage lite up his hands with flame and delivered a wicked right hook into Gajeel's face. The blow sent the iron mage flying back and crashing through the bar area.

"Whoa," a scared Phantom mage said, "he sent him flying!"

"No one's ever done that before." Another added uneasily.

With a small groan, Gajeel steadily picked himself out from the wreckage of the ruined bar countertop, glaring at the pinked haired mage who punched him.

"Allow me to introduce myself," Natsu said with his fists still shrouded in fire. "I'm Fairy Tail's Dragon Slayer."

A wicked grin grew across Gajeel's face.

"Elfman, leave this guy to me." Natsu demanded.

"Aw come on!" Elfman complained. "First you used me as a springboard and now you're stealing my man-to-man fight?"

Gajeel jumped forward and shouted, **"Iron Dragon Club!" **

The onyx haired mage's arm shifted into a large, steel colored pillar and extended toward Natsu. Natsu managed to catch the club but was still driven back a few meters.

"Natsu!" Erza yelled. She and Ultimate Swampfire both took a step forward, worried for their friend and ready to jump in if necessary.

However, Natsu came to a stop as his feet found a grip on the stone floor. The fire mage's fingers were now smoking as his hold on Gajeel's clubbed arm tightened.

"You tried to destroy our Guild Hall and then you attacked Levy's team." Natsu snarled. He lifted up his head and glared at his opponent. His hands ignited in flames as his fury increased. "I'm gonna make you pay!"

Natsu tossed Gajeel upward. The iron mage, however, used one of the rafters as a springboard to launch himself back at Natsu. But the Fire Dragon Slayer expected this as he reared back and connected his flaming fist with Gajeel's face, sending him crashing into a wall.

"Oh boy," Ultimate Swampfire commented, "he's fired up now."

"Yeah, I'd hate to be that other guy." Macao added.

Elfman huffed.

"He's quite a wizard." Erza said proudly.

"Alright fine," Elfman conceded. "You're manlier than I thought. I'll let you have this one, but you gotta promise me that…"

"Too bad," Natsu interrupted, turning around as he placed a hand on his right bicep. He knew Elfman was fixing to say to leave some for him. "I'm gonna beat him to a pulp!"

Their attention was grabbed again from the sounds of shifting rocks. They turned to the pile of rubble by the wall where Gajeel had crashed into. A fist broke out and stone fragments were moved aside as Gajeel stood back up. He appeared to be unscathed.

"Nice try," the iron mage mocked, "but I'm still standing."

"You won't be for much longer though." Natsu retorted.

Gajeel's grinned widely. "Oh yeah!"

Suddenly, Gajeel rushed forward at blinding speeds. Natsu was unprepared for his opponent's iron-clubbed leg slamming into him. The pink haired mage was thrown back across the floor, forming a crevasse and throwing up rocks and dirt.

"That hurt." Gray remarked.

"This is pretty crazy." Loke noted.

Ultimate Swampfire cocked a brow as he looked at Loke strangely. "Everything about this is crazy, dude."

"Oh what's the matter?" Gajeel prodded. "You can dish it out but you can't take it?"

Instantly, stones and cracked wooden boards went flying from the trench as fire blazed upward. Natsu jumped out and stood in front of the other Dragon Slayer. A hungry smile was spread across his face.

"It's gonna take more than that to keep me down!" proclaimed Natsu.

The black haired mage grinned. "You seriously think you can beat me, yah pyro!?" A light green magic circle appeared around his right fist.

"What do yah mean think? I know I can!" Natsu countered as a fiery colored magic circle instantly appeared around his fist too.

"We'll see about that!" Gajeel yelled. He shifted his arm into a metal club and shot it toward Natsu.

The Fire Dragon Slayer easily caught it with his flaming hands, only being driven back a couple meters.

"Your steel beams can't even touch me." The metal pillar around Natsu's hand began to liquefy as his anger rose. "You better start stepping up your game!"

"The rumors are true." Gajeel said. "You're way more powerful than yah look."

The iron mage pulled back his club arm as it shifted back to normal, a bit of smoke billowing off of his skin. "Ha! That actually burns a little." he jeered. "Is that all yah got, Salamander?"

"That was only my warm-up." Natsu scowled. "I'm just getting started. You ain't seen nothing yet yah metal freak!"

For a moment, the two Dragon Slayers stared down at each other. Fairy Tail and Phantom had all ceased fighting as they watched the fight. The tension in the room was palpable.

Suddenly, the stone floor beneath both Dragon Slayers erupted as they lunged at one another. Natsu threw a right and left hook, but Gajeel blocked each attack and then punched Natsu in the face, specifically his left eye.

Natsu went sliding back, he growled in pain from the hit to his eye. "Man this guy is tough." He muttered.

Gajeel leaped high and aimed himself to deliver a powerful kick into Natsu. Salamander though cocked back his flaming fist and punched the sole of Gajeel's boots. He went flying upward, but a couple of spikes popped out from the heels of his boots, allowing him to stand upside down from a wooden rafter.

Natsu crouched low and jumped at Gajeel, intending to strike him again. Gajeel was ready as he shifted his arm into an iron-club to block the blow; however, the force behind it sent the iron mage careening upward as he crashed through a couple girders.

"How do you like that, huh?!" Natsu yelled.

Gajeel grabbed onto a support beam and pierced the girder with his spiked heels like he did before. "Don't get too cocky! It won't happen again!"

The two continued to glare at each other, the anger between them was profound. The attention of both Guilds was captured by Natsu and Gajeel's fight. Even Ben found himself engrossed in watching the brawl, though if things did get too intense, he was ready to step in.

Gajeel made the first move as he transformed his arm into an iron-pillar and stretched it toward Natsu. The fire mage was quick to dodge out of the way, letting Gajeel's club destroy the girder he was previously standing on. Natsu lite his feet on fire and blasted himself straight at the iron mage, his fist cocked back.

"**Fire Dragon Iron Fist!" **he yelled.

Gajeel was too slow to jump out of the way, but held up his iron-clubbed arm and used it to block the punch. However, the firepower and strength behind it sent him hurdling downwards. A few Phantom mages jumped out of the way as Gajeel slammed into the floor, creating a shallow crater.

Natsu descended from the rafters and landed on his feet near the crater edge. A hazy dust cloud was billowing over the hole.

Natsu smirked brightly. "Had enough yet!"

There was no response. Natsu, along with the others watching, were beginning to think Gajeel was down for the count. But suddenly, a huge iron-club shot out from the dust cloud and slammed into Natsu's gut with a lot of force. The blow sent the Salamander smacking hard into a wall, burying him under a big pile of rocky rubble.

"Natsu!" Erza cried.

Gajeel stepped out of the small crater, his arm reverting back to normal. A grin of smugness was adorning his lips.

"Anyone else wanna give me a try?" Gajeel challenged.

Ultimate Swampfire clenched his wooden-like fists. He had seriously had enough of the iron, blow hard. The hyper-evolved Methanosian rushed forward and stopped a few meters away from the onyx haired young man.

"Challenge accepted!" Ultimate Swampfire said. He held up both hands and fired an intense blast of azure fire.

Some of the Fairy Tail and Phantom Lord mages had to look away due to the intensity of the flames. Ben kept up his attack for a couple moments before he ceased and lowered his arms. The aftermath of the blast was a scorched trench in the stone floors, black smoke hazing off of it.

As the smoke cleared, Ultimate Swampfire, and the rest of Fairy Tail were stunned to see Gajeel still standing! He had been forced back a few meters and both of his arms were shifted into thick, iron-clubs, crossed out in front of him. However, smoke was hazing off his body and there appeared to be some red, hotspots on his arms as well; nonetheless, he didn't seem to be in pain.

Gajeel smirked as his arms changed to normal. "Nice shot. You're that new Take-Over mage, right?"

Ben inwardly sighed. He was really starting to get annoyed with people calling him that. He wasn't a wizard, he was a superhero! Nevertheless, he didn't have the time or desire to tell everyone, especially his enemies that his powers came from technology rather magic.

In the end, Ben decided to simply play along. "Yeah, who wants to know?"

Gajeel scowled in response. "You're the guy who undid my makeover to your Guild Hall. I didn't appreciate that!"

"**Iron Dragon Club!" **He roared.

Ultimate Swampfire was too slow to react as Gajeel's iron-club slammed into his wooden torso; however, instead of being blow back, he held on and pushed against the pillar. After sliding back at least twenty yards, the hyper-evolved Methanosian was able to stop the club. Gajeel gritted his teeth in frustration as he put more strength into overpowering Ben, but Ultimate Swampfire was still holding the pillar back.

'_Okay…looks like fire isn't going to help me beat this guy.' _Ben thought. _'So how do you beat a guy who can morph his limps into iron-clubs?' _Suddenly, Ben recalled a thought he had after Erza first told him and the others about Gajeel.

"Okay Gajeel, I'll give you one last chance to give up while you're still ahead." Ultimate Swampfire stated, still pushing hard against Gajeel's iron-club.

The Iron Dragon Slayer's cocky grin grew bigger. "Bring it! You've got nothing on me yah fiery freak!" In Gajeel's mind, he had already beaten Salamander and endured Ultimate Swampfire's flame attack. He was confident he could win.

Ben smirked. "I'm really glad you said that."

With titanic effort, Ultimate Swampfire twisted the iron-club and threw Gajeel onto his side. While he was down, he slapped the Omnitrix dial again. The Phantom Guild Hall was shrouded in emerald light, forcing everyone to turn away.

When the light died away, standing in Ultimate Swampfire's place was a six foot tall, dark blue humanoid robotic, beetle-like creature. It had dark bluish-purplish armor, a long horn on the top of his head connected to a shorter horn at the back, and a large silver mouth that spreads over part of his chest. It also has a belt and wristbands as well as green oval shaped eyes.

"**Eatle," **He shouted.

The Fairy Tail and Phantom Lord wizards were taken back from this unseen transformation. A few Phantoms began to mutter in awe and fear.

"Wow! What kind of mage is this guy?" a random Phantom asked.

"It's like he has some kind of Take-Over and Re-Quipping combo magic." Another one implied.

The Fairy Tail mages looked on in curiosity, especially Erza. Ben was always surprising them by changing into a new form with some amazing ability. The Queen of the Fairies stared at Ben quizzically, wondering what this form was capable of.

"Whoa, what can that thing do?" Gray inquired, asking the question that was on everyone's mind.

Gajeel picked himself up from the floor, glaring at Eatle as his arm shrunk back to its normal size. "So you changed into something uglier. Big deal! Doesn't mean I'm not gonna beat you senseless!"

With that said Gajeel rushed forward and leaped in the air, changing his right arm into a pillar once again and shooting it at Eatle. The beetle-like alien was quick to sidestep the attack, letting it strike the ground instead. He then grabbed Gajeel's iron-club, opened his large mouth, and took a big bite out of it!

The wizards of Fairy Tail and Phantom Lord were all shocked and dumbfounded by this. Did Ben really take a bite out of Gajeel's arm?

"Whoa! He just bite off a piece of Gajeel!" a Phantom mage shouted.

"No way." another commented.

"AWW!" Gajeel cried out. His arm quickly shrunk and changed back to normal; thankfully, there weren't any injuries. He looked back and glowered at Eatle.

"Hey!" He shouted indignantly. Then, the iron mage paused as Eatle began to chew away at the hunk of iron he bite off of Gajeel's club-arm and then swallowed it. "I'm the only one who eats iron around here! That's my move!"

"Oh yeah," Eatle said. Without warning, the fin on top of the beetle alien's head began to illuminate green. "Well this is _my_ move."

Gajeel was taken by surprise as a green energy beam blasted out of Eatle's fin and slammed into his chest. The Iron Dragon Slayer went careening back until he smashed into a wall, a pile of rubble falling over him.

"I think that wraps this up." Eatle remarked.

A groan caught Ben's attention. He looked to the side to see Natsu standing out of the stone debris, rubbing his torso area.

"You okay?" asked Eatle.

Natsu curtly nodded. "Fine,"

Before anything else could be said, the building began to shake violently.

"Everything's shaking." Wakaba noted.

"I guess they're going at it." Loke said.

Eatle paused and looked up. In a flash of green, he transformed back to Ben. "What's going on?" He asked.

"This is what happens when Master Makarov's angry." Cana remarked.

"It's called the Giant's Wrath." Macao explained.

"Nobody will be able to stop him now." Nab said confidently.

A few Phantom Lord wizards began to whimper in fear.

"He's going to make the Guild Hall collapse!" a Phantom mage cried.

Ben turned to that mage, and retorted, "Consider it payback for what you losers did to our Guild Hall."

"When the master gets angry, the master's even manlier." Elfman commented.

Erza, who had Re-Quip back into her Heart Kreuz armor, held up her magic sword and slashed it across the air. "Prepare to fight! We cannot lose as long as Master Makarov is with us!" She declared.

All of a sudden, everyone's attention was grabbed as something fell from the ceiling and crashed into the floor.

"What was that?" someone asked.

"It fell from the rafters."

When the dust cleared, everyone, including Ben, gasped in shock and horror. Lying in a small crater in the floor was Makarov. His skin had turned into a sickly green as well as his eyes and hair only a lighter shade.

"It's Gramps!" Natsu shouted.

"Is he okay?" Ben asked in panic.

"Master!" Erza yelled in worry.

Ben, Gray, Natsu, Erza, and Cana immediately came to Makarov's side. Erza picked him up in a cradling position.

"M-m-my m-magic power…it's…" Makarov stuttered, struggling to form a sentence.

"Master," Erza said softly, "calm down."

"What happened to him?" Cana asked.

"I don't know." Gray said. "But I don't sense any magic energy coming from him at all."

"That's bad," Ben turned to Gray, "right?"

"Gray," Elfman said in disbelief, "are you saying he's just an ordinary old man now?"

"No, that can't be!" Happy exclaimed, ready to break out in tears.

"Come on Gramps," Natsu encouraged, "you can pull through this."

While the Fairy Tail mages were focused on Makarov, Gajeel picked himself up from the pile of rubble. He wasn't injured too badly, only a minor bruise on his chest. As the rest of the Guild was distracted, he leaped up into the rafters. He stuck his spiked heels into the wooden beam so he could stand upside down with his arms crossed.

"Hmph," he mumbled, "guess the fun's over and just when things were starting to get good. I really wanted to get some payback on that Take-Over mage."

"I don't understand." Gray said. "Gramps is so powerful, how did they beat him?"

Ben turned his gaze from Makarov to the ceiling. He could see a straight shot all the way to what he presumed was the top floor, where whoever did this to Makarov would probably still be.

"Only one way to find out," Ben stated.

However, any chance of invading the upstairs was completely crushed as the other Phantom Lords begin to rally.

"Their master's been defeated!" a Phantom shouted.

"For real?"

"He's out!"

"You guys," one said, "We can beat 'em."

"Yeah, we can take these flies!" another added.

Erza, with a tear in her eye, turned to the Phantom mages. She had heard them speaking and knew that with the master out, their spirits would be revived. _'This is not good.' _She thought.

"LET'S GET 'EM!" One cried out.

The now recovered Phantom Lord wizards all charged and attacked Fairy Tail. Natsu quickly lite up his fists with fire and punched a Phantom mage who tried to jump him.

"Don't you start getting cocky!" the Dragon Slayer exclaimed.

Being taken surprise by Phantom's attack, Ben quickly activated the Omnitrix, selected an alien without looking, and slapped down the dial. After a flash of emerald, standing in Ben's place was a moth-man with blue and black colored skin. His wings were folded over his body, giving it the appearance of sinister cloak.

"**Big Chill," **Ben announced in an eerie whisper.

A clique of Phantoms lunged at Big Chill. The Necrofriggian simply went intangible, letting them pass through him. He opened up his wings and hovered in the air. Big Chill inhaled deeply and exhaled a sheet of ice over the pack of mages, freezing them like ice sculptures.

Big Chill looked around. Phantom was beginning to gain the advantage due to Fairy Tail's fractured spirits. Though Ben could handle himself just fine against these Phantom creeps, he knew that now that the master was down, they had lost their advantage. Continuing the fight would only cause more injuries and led to defeat.

Erza realized the same thing as Ben as she surveyed the battle. _'I can't do this. Without the master we aren't strong enough and our morale is dangerously low.' _Erza thought.

"We must retreat!" Erza commanded. "Everyone, back to the Guild at once!"

Natsu tossed away a Phantom wizard and stared at Erza incredulously. He wasn't the only one. Gray, Loke, and Elfman looked at her with shocked expressions.

"Erza?" Loke stuttered.

"No way!" Gray protested. "We can't give up!"

"Real men never retreat!" Elfman added.

"I still got some fight in me." Macao muttered. He was banged up and had Cana under his shoulder to support him.

"Me too," Cana concurred.

"Guys," Big Chill flew down toward them. "I don't like retreating either but we've lost the upper hand; besides, Makarov needs help now!"

"Ben is right. Now retreat!" Erza shouted. "That's an order."

Meanwhile, along the rafters of the Phantom Guild Hall, Gajeel watched as Fairy Tail fled out of the building. While still hanging upside down, he sneered as Fairy Tail began to fall back.

"There they go." He noted. "I knew it wouldn't be long before those gutless cowards gave up and started running for their lives."

"They're retreating with sorrow in their hearts." A man, standing on the rafter above Gajeel, said.

He was a tall, tan-skinned man with a rectangular face. His eyes were covered by a blindfold. He wore a long, green coat, yellow shirt, and a pair of loose pants. On his head was a green top hat that matched his jacket. This was Aria, the strongest member of the Element 4.

Gajeel flipped back up to stand on the girder next to Aria. "Aria, I can see you're creepier than ever." He commented. "I gotta commend you for taking down that Fairy Tail geezer."

"I just followed Master Jose's orders." Then, a waterfall amount of tears began to pour out from beneath his blindfold. "But…thank you!" Aria sobbed.

"Why are you always crying? Geez cut it out!" Gajeel said annoyed. A malevolent grin then grew on the iron mage's lips. "So, what happened to that Lucy girl?"

From below, Natsu's keen hearing had picked up what Gajeel had said. He immediately turned to look up at him.

"She's been captured." Aria replied. "The poor wretch is being held in a gloomy cell at headquarters."

"So much for giving her a warm welcome, huh?" Gajeel joked smugly.

"No way," Natsu whispered, stunned over this new information.

"Is there something wrong?" Happy asked in concern.

Natsu didn't respond as he glared up at the Iron Dragon Slayer. "GAJEEL!"

Black Steel looked down at Natsu and smirked. "We'll finish this someday, Salamander."

Aria extended his right arm behind Gajeel, and then both wizards vanished into thin air.

"Those jerks kidnapped Lucy." Natsu murmured, his anger boiling high.

Happy screamed in response.

"Everybody out!" Erza yelled, as flocks of Fairy Tail mages ran past her, bolting for the main gate. "Let's go!"

"No way! I'm not falling back yet." Gray claimed stubbornly. "They're gonna pay for what they did."

Erza came forward and gently lowered Gray's hand. "Please," she begged.

Gray's eyes widened in shock; he certainly wasn't expecting _this_ from the toughest woman in Fairy Tail. She put her face into his chest, tears streaming down her face.

"We need him." She continued, her voice quivering in-between her usual commando tone and sobbing. "But we don't stand a chance without the master."

Without a word, Gray gave in. Erza lifted her tear-filled face from his chest as both mages sprinted for the door.

Fairy Tail ran out the main doors as they retreated. Big Chill, who was flying at the rear, looked back to see a swarm of Phantoms still chasing after his friends. The Necrofriggian turned to face them, inhaled deeply, and let loose a powerful blast of cold breath. As a result, a giant wall of ice formed on the floor between him and Phantom Lord, blocking any attempt for them to continue their chase.

"That outta hold 'em." Big Chill said.

Ben was just about to follow the others until a noticed a certain Dragon Slayer and flying cat were still in the Guild Hall.

'_What are they still doing here?' _Ben wondered.

Big Chill quickly went intangible, preventing the Phantom Lords from seeing him. Not that he needed to, since the rest of wizards were so focused on breaking through his ice wall. Big Chill became tangible once more as he descended in front of Natsu and Happy, folding his wings over his body.

"Ben?" Natsu said with a cocked brow. "What are you still doing here?"

"I could ask the same for you." Big Chill replied.

"Natsu says Phantom's kidnapped Lucy!" Happy exclaimed. "He overheard Gajeel talking to one of his Guild mates."

The Necrofriggian's eyes widened from this new information. He pondered on this development for a moment and came to an easy decision.

"Okay, we need to find and rescue her." Big Chill replied. "Did that Gajeel jerk say where she was being held?"

"No," Natsu shook his head. The fire mage then turned his attention to the clique of Phantoms still trying to break through the ice barrier. "But I think one of them might."

The Fire Dragon Slayer stomped over to the nearest Phantom member and grabbed the hem of his shirt, pulling him to the ground.

The man looked up fearfully. "No!" he screamed, "The Salamander…and the Take-Over mage!"

"Hey," Happy shouted angrily, "I'm here too!"

Big Chill glowered coldly at the man. "You got it, pal. We need to chat." He said in sinister, eerie tone.

"Please! Don't hurt me!" The mage begged.

…

Later, a mile outside the Phantom Guild Hall, Natsu, Ben, and Happy were walking across a rocky terrain, the former dragging the same Phantom mage he grabbed earlier behind him. In the distance were jagged, spike shaped mountain peaks.

"So what are we gonna do now?" Happy inquired, flying right by Natsu's side.

"Isn't it obvious?" Natsu replied. "We're gonna rescue Lucy."

"Only thing is, how do we get this guy to talk?" Ben questioned.

The man struggled against Natsu's iron grip, but his attempts were futile. The Dragon Slayer was too strong for him to overpower.

"Alright, pal," Salamander said, "where is she? Tell me."

"How should I know?" the mage choked out. "I don't know Lucy."

In response, Natsu ignited the man's body on fire, which shocked Ben to a certain extent. The flames weren't hot enough to kill, but certainly hot enough to cause pain. The Phantom began to cry out as he writhed in agony.

"I don't know her!" he cried out.

"Start talking!" Natsu snarled.

"I already told yah, dude, I don't know nothing!" He replied hysterically. "Now please put out the fire!"

"If any of you Phantom guys hurt another one of my friends, I swear I'll burn every one of you into a pile of ashes!" Natsu threatened, his fury boiling out of him and into the flames covering the Phantom mage, which in turn caused the temperature to rise.

'_Natsu's just like me.' _Ben thought. _'He stands up for his friends and will do anything to protect them.' _

The man screamed louder as the fire became hotter and more unbearable. "AHHH! Please, I'm telling yah man, I've never heard of this Lucy chick! If I did I would've told yah by now!"

"Funny you should say that because I was thinking I should've burnt you to a crisp by now." Natsu retorted irately.

"Aye," Happy agreed.

"Hang on, Natsu," Ben came to a stop and activated the Omnitrix. "I've got an idea that might make him squeal."

Natsu and Happy stopped, the former extinguishing the fire on the Phantom mage's body, much to his relief.

The Omnitrix bearer scrolled through his playlist for a short moment. When he found the form he wanted, he pressed the icon, and slammed down the dial. In a flash of green, standing in his place was a pale, ghost looking being that had black cracks around it body and a singular green in eye in one of the cracks on its head.

"**Ghostfreak," **Ben announced in an eerie, raspy tone.

Natsu and Happy's mouth gapped a little as they stared at Ben's new form.

"Whoa," Natsu commented, he then smiled brightly, "you look like a ghost!"

"Aye," Happy agreed.

Ghostfreak floated toward the mage, who was now trembling in fear. "Please, don't hurt me!"

"Just tell us where Lucy is being held and I won't." Ghostfreak rasped.

"I don't know!"

"Funny," Ben said, "I think you know more than you're letting on. Natsu, Happy…turn away, you don't want to see this."

The pink haired mage and blue cat looked at each other and shrugged; nevertheless, they did as Ben requested and turned away. Sure that they wouldn't be affected, Ghostfreak returned his gaze to the Phantom wizard.

"Tell us what you know, or…" Ghostfreak grabbed at the loose skin on his torso and opened it up, releasing a volley of horrendous gray tentacles. As a result, the man let out a loud scream from the sight of the fear-inducing tentacles. He tried squirming away, but his body was too afraid to move. His eyes were bulging out whilst his face had paled considerably.

"Okay, okay! Our headquarters are up ahead!" the man said hastily "If I had to guess, I would say she would be locked up there!"

"You should've said that to begin with!" Natsu yelled, still looking away from the scene.

Satisfied with his response, Ghostfreak folded his skin back into place and tapped the Omnitrix dial, transforming back to Ben. Natsu and Happy turned around and were shocked to see the man lying on the ground, shaking in trepidation.

"What did you do?" asked Natsu.

Ben turned to him. "I used Ghostfreak's fear-inducing powers to make him tell us what he knew. But that's beside the point. Let's go rescue Lucy!"

…

Situated at the top of rocky hill was Phantom Headquarters. Lying in a melancholy, stone walled prison cell was Lucy, her hands bounded behind her back. Lucy's brown eyes finally began to flutter open.

As soon as she regained full consciousness, she instantly sat up with wide eyes and blinked a few times. The Celestial mage was shocked and bewildered of where she was.

"What the?" she remarked. "How did I get here?"

Suddenly, a figure appeared outside the cell, looking in through a small iron-barred window with only the lower half of his face visible.

"So you're finally awake." The man said. "I was getting worried about you, Lucy."

Lucy turned to the door, and asked, "Who are you?"

The metal door opened and revealed a tall, slim man with long, straight black hair that reached his shoulders. His lips were dark colored while his face was long and sharp. His attire consisted of a purple jester-like coat with a high collar, two dark blue prominent wings similar to a bat's on his back, a plain white shirt, and a purple witch-like hat bearing Phantom Lord's symbol.

He looked at Lucy with narrowed dark eyes and a malign smile. "I am Master Jose Porla," he answered, "of the Phantom Lord Guild."

"You're with Phantom?!" Lucy shouted angrily.

The blonde mage then experienced a flashback. She remembered getting trapped in a sphere of water, courtesy of Juvia the rain woman, a member of the Element 4, and passing out inside of it.

"I would like to apologize for this dingy cell," Jose said, stepping into the cell, "being tied up must be degrading. But I'm afraid I had no choice my dear. That is how you treat a prisoner after all."

"You're the jerks who attacked my friend Levy!" Lucy yelled, ignoring Jose's prattle. "You better let me go. My friends are gonna come looking for me."

Jose turned away, rubbing his chin in fake thought. "Depending on your willingness to cooperate, I'm fully prepared to treat you as a distinguished guest rather than a lowly prisoner."

"What do you mean by that?" asked Lucy. All of a sudden, when she noticed a pink centipede crawling on her leg, she shrieked in a girlish manner. "Awww! YUCK! The bug crawled on me!"

Jose smiled smugly. "See? You don't wanna stay in her, do you? I have a fully decorated suite ready for you, if you promise to behave."

"Why does your Guild keep attacking us?" Lucy demanded, not listening to what Jose's offer.

"Who is 'us'? Oh! I'm sorry are you talking about Fairy Tail?" Jose inquired in a mocking tone. He smiled sinisterly, showing off his pearly white teeth. "It was a means to an end, and that's all."

Lucy continued to stare at Jose determinedly. "What?"

"You see we were working to our main objective of acquiring a certain someone." The Phantom master explained. "They happened to be a member of Fairy Tail so if we have to destroy the Guild to get a hold of them, so be it."

"Who are you talking about?"

"Well my, my you're such a naïve young lady," Jose remarked, "not at all that I would expect from a debutant."

Lucy lightly gasped while her eyes widened considerably.

"I'm talking about you of course." He continued. "Lady Lucy, the daughter of the wealthy Heartfilia family."

The Celestial wizard regained her composure and looked back at the Phantom Guild master, but not with the same fire in her eyes as before. "But…how did you find out about that?"

"Yah know I'm surprised you never told your fellow Guild members the truth." Jose admitted. "And I don't understand why the daughter of a wealthy tycoon would stoop to such dangerous work as wizard-ing for such a low-class Guild. Do you?"

"I've…been kidnapped?" She implied.

"No my dear, I promise it's not like that." He replied. "We're not looking for ransom money; we're just doing our job. We were hired by your father to bring you home to him."

In response, Lucy gasped in shock as her face paled a bit. "No," she quivered, her head hanging low. After a moment, she found her voice, and said to no one in particular, "I don't understand. Why would he want me back?"

"Why do you seem so confused? Any father would go looking for the daughter who ran away from home." Jose replied.

The blonde mage's eyes were closed as she clinched her teeth together, trying to keep herself from crying. "No…not him. Honestly I'm shocked he even noticed I was gone." She then snapped her head back up to Jose, her eyes burning with fury. "I'm not ever going back to that house! I don't want anything to do with him!"

"Oh dear, I should've know you would be problematic." The master of Phantom Lord commented, his creepy smile never wavering.

"Well then, you might as well let me go." Lucy stated.

"I'm sorry but I can't do that." He responded.

"Please, I need to go to the bathroom." She said, a sweat drop falling from her brows.

"Give me a break. You don't think I would fall for the oldest trick in the book, do you?" Jose muttered.

To make it seem real, Lucy began to squirm around. "No, please." She begged. "I'm dying here."

Jose grinned. "Fine then," He then brought a bucket out thin air and laid it in front of her. "Go ahead."

"A bucket!" the Celestial wizard cried incredulously.

Jose chuckled in amusement. "I'm ready for any trick you may throw my way."

Lucy sighed, and then stood up and wiggled behind the bucket. "Guess it'll have to do it." She conceded.

"You're gonna do it!?" Jose shouted dumbfounded. His left eye began to twitch as he grinded his teeth against one another in disgust. "Well…I have never met such a vulgar young lady!" He turned away. "I'll turn away because I'm a gentleman."

Lucy smirked in victory. She then kicked Jose right between the legs with a kick full of force. As a result, Jose cried out in pain and collapsed to the floor, his legs clinched together as he writhed in agony.

"You know," Lucy retorted, "there's a reason old tricks are still around, because they work!"

Lucy then got up, glanced back and winked. "Bye! Take care, kay!"

Lucy bolted for the nearest exit, which happened to be a large opening that led outside. However, she quickly stopped when she saw the opening was actually a window that appeared to be over ten stories up. She let out a collective gasp of fear, the cool wind blowing against her body.

Jose grunted as he steadily stood back up, though he was still clutching his groin area. "Oops! I forgot to mention…this cell is several stories high." With pained effort, Jose slowly walked to her. "I must admit, you got a number on me, young lady."

Lucy glanced down at the ground far below. She shut her eyes as painful memories of her father returned to her.

"But you're not gonna get away with it." Jose continued, an uncanny smile reappearing on his black lips. "You will be punished. I'll show you just how terrifying Phantom Lord can be."

Lucy's face turned into rock hard determination. With a deep inhale, Lucy did the unthinkable. She let herself fall backwards and fall over the edge. Jose, as a result, gasped from absolute shock.

As the blonde mage plummeted to her doom, she thought, _'I heard him in the distance. I know he's here.'_

"NATSU!" Lucy screamed, letting go of all the air in her lungs.

Suddenly, Natsu came running across the rocky terrain at full speed. His face contorted with fortitude.

"LUCY!"

With a huge amount of strength, Natsu crouched low and leaped into the air. Miraculously, Natsu caught the blonde haired mage in his arms. The momentum from his jump sent him and Lucy crashing into an old brick wall; however, Natsu made sure to take the full impact.

"Whoa," Happy breathed, "Natsu caught her!"

"Hallelujah!" Ben added, running up behind Happy.

When the dust cleared, Lucy was lying on top of Natsu; her big breasts were actually pressed up against his face. Ben sweat dropped from this scene, feeling very awkward at the moment.

"Made it just in time," He mumbled through her chest.

"Yeah," she said weakly, "thank you. I knew you'd save me."

A moment later, Natsu untied the rope from Lucy's wrists. "There you go. Are you okay?" He asked; feeling very concerned for his partner.

"Yeah," Ben said. "You did just fall several stories."

Lucy nodded, but with a downcast expression on her face. "I think so."

Ben looked at her closely. He didn't know what, but something wasn't right with Lucy. She seemed so desolate, and he doubted it was because she fell. Something had happened while she was in Phantom's clutches.

"That's good news." Happy replied. "Okay, we better head back to the Guild."

"What? That's their headquarters! Let's get 'em!" Natsu protested.

"We can't!" the blue cat disputed. "Erza told us to retreat!"

"Because she's a wimp! I'll face those guys myself if I have to."

"Natsu," Ben said sternly, "Happy's right. We need to leave. You saw what those guys did to the master."

"Exactly! That's why I wanna get revenge!" The Dragon Slayer declared.

"But you're not strong enough to fight them all on your own!" Happy argued.

"Who said I was going alone? We have Ben here to help out." Natsu pointed out.

"No, Natsu," the Omnitrix bearer stated. "We need to get back to the Guild Hall now before anyone else gets hurt."

"Oh come on!" the fire mage protested.

"I'm sorry." Lucy whimpered weakly, clutching the end of her blue skirt. "I'm so sorry."

Ben, Natsu, and Happy quickly ceased their quarreling and turned to Lucy confused. Their eyes widened a bit when they noticed she was beginning to cry.

"All of this…is my fault. But I don't wanna leave. I wanna stay with you guys." She choked out through the tears, turning to face them.

The trio looked at her in worry. "What's wrong? You're crying. Why are you upset?" Natsu asked.

"You can tell us." Happy said softly.

Lucy didn't respond as she continued to cry.

"You're one of us. You don't have to leave." Natsu added.

"C'mon let's get back to the Guild." Ben said.

Natsu rubbed the back of his head sheepishly. "Yeah okay, I guess we outta." He conceded. He turned to her. "Okay Lucy, time to get up."

"Don't be so rough with her. Remember, girls are delicate." Happy chided.

"Okay, I'll carry you on my back. Is that cool?" Natsu asked the blonde girl.

Lucy only cried in response.

"Ahh," Happy moaned, "look what you did. You made the poor girl cry again."

"I was trying to help." Natsu replied as he placed Lucy on her back, crossing her legs over his waist while she wrapped her arms around his neck, her teary face buried into Natsu's shoulder.

"I think she would've cried anyway, Happy." Ben noted.

The Omnitrix hero, Dragon Slayer, and flying cat sauntered down the trail they came from, leaving the Phantom headquarters in their wake.

…

In the gloomy cell, Master Jose was still on his knees, holding his crotch in agony. He began to hiss in anger until suddenly his form was shrouded by menacing purplish-black magic energy.

"SHE MADE ME ANGRY! HER FATE IS SEALED!" Jose bellowed furiously, his dark magic erupting around him.

…

**A/N: Well, I certainly hope this is a better chapter. I really just came up with the Ben and Gajeel matchup on the spot. Still, I did put a lot of effort and work into redoing this. Look out for the next chapter. A certain alien that most of you have urged me to bring in is making his grand appearance in the next chapter. **

**Anyways, I have a poll on my profile to decide Ben's demon form. Please check it out! **

**Well, like always, please review and give me an honest critique. I hope they will be better this time around. Even if they're not, I'm still moving forward. No matter what, I'm heading in the direction I want to and nobody's gonna stop me and that's final. If any of you don't like what will happen in future chapters, oh well! It's my dang story and I am the boss! Don't like it, you can stop reading at any time. **


	11. The Phantom Lord Pt 3

**Ultimate Fairy**

**Chapter 11: The Phantom Lord **

**Part III**

…

Inside the Fairy Tail Guild Hall, the majority of the Guild was sitting at various benches to nurse their injuries sustained in the battle against Phantom. The morale amongst most of the group was low, and why shouldn't it be? Makarov was defeated and very sick; in addition, they had to retreat from their fight with Phantom.

As Macao, Wakaba, a few other mages crowded around a table hacking up a plan for a counterattack, Ben, Natsu, Happy, Gray, Elfman and Lucy were by a wall. The later was seating on a barrel in dismay. The whole group had looks of thought plastered on their faces. Once Ben, Natsu, and Happy had arrived back to the Guild, Lucy had told them how she was captured and why Phantom Lord kidnaped her in the first place.

It turned out, Lucy was part of a very wealthy family; however, her father, who was her only living parent, cared little for her and she ran away because of it. But now, her dad had apparently hired Phantom Lord to bring her back to him. What Lucy and the others couldn't figure out was why.

Ben, who was leaning against the wall to the right of Lucy, glanced at the Celestial mage in concern. Since they rescued her from Phantom's clutches, she has been blaming herself for everything that's happened.

"Don't worry," Ben reassured. "We'll get him back for this." He was referring to Makarov.

That did little to help Lucy as her head sunk lower. "I know." She mumbled. "I'm not worried about that." She paused, appearing to be on the verge of crying again. "It's just…all my fault."

"Being targeted by powerful people is just one of the downsides of being rich." Elfman stated. He then smirked proudly. "At least you're protected by a real man like me."

Gray glowered back at him. "Hey! Would you give it a rest already!?"

"I gotta say I was pretty shocked when I heard the news." Happy confessed, standing in front of her. "Why'd you hide the truth from us, Lucy?"

"I wasn't trying to hide anything." She replied. "I mean, there's no way to bring up I'm a runaway in casual conversation. I've been gone for nearly a year and my father hasn't cared. Now, all of a sudden, he wants to force me to come home? He's done all those horrible things just to bring me back. I hate his guts!"

Ben, along with the rest of the group, looked at the blonde mage with sympathy. The teen hero felt bad for Lucy. No father should do that to their children. Did all Fairy Tail mages have a hard past life before joining the Guild? Though he has only been in the Guild for little more than a week, Ben was beginning to think so.

"Still, if I hadn't run away in the first place none of this would have ever happened." Lucy said dejectedly.

"Come on, don't be ridiculous." Elfman argued. "Your dad's the one to blame."

"Idiot!" Gray yelled.

"Uh…" the brute stuttered as he quickly corrected himself. "I mean its Phantom's fault!"

"No," Lucy said, "I'm the one who brought trouble to the Guild because of my own selfish choices. I'm so very sorry. I'm just gonna go back home and hopefully this will all be over."

"I seriously doubt that, Lucy." Ben countered softly. "From my experience, guys like Phantom don't give up just like that."

"Ben's right, Luce," Natsu added, smiling brightly. "Besides, I can't see yah playing the part of the pretty princess lying around in your mansion."

Lucy stared at the Dragon Slayer, her breath trapped in her throat.

"Laughing with us in this filthy Guild Hall, going on adventures even though you freak out all the time, that's who you really are." Natsu proclaimed.

The Celestial wizard turned away, taking in everything Natsu was saying.

"You said you wanted to stay with us." He continued. "Why would you ever go back to the place you ran away from? C'mon, who are you trying to kid? You're Lucy of Fairy Tail. No more running cause you belong here with us."

Lucy looked back up at Natsu, her lower lip pouting out and a few tears trailing down her face. There was no question about it, she was definitely gonna cry again. Ben looked from her to Natsu and nodded, commending him on what she needed to hear. Gray, however, was rubbing the back of his head sheepishly whilst Elfman shivered in fear.

"Ah c'mon don't cry." Gray said. "It's just not like you."

"Yah please!" begged Elfman. "Real men are weak against womanly tears!"

Meanwhile, Cana and Mira were by the bar, trying to get a hold of the Guild's other S-Class wizards. Gildarts was off on a long quest and unavailable, leaving Laxus and Mystogen as their only options to call upon. Cana had a set of magical playing cards set up in front of her, trying to establish a connection with Mystogen; however, her attempts were to no avail.

Eventually, she threw her cards off the table in frustration. "C'mon! I'm not getting any kind of read on where Mystogen is!"

Mirajane, who was seating at the bar, looked back. "Oh dear, you did your best." She assured gently.

"If Lucy's their real target, then they're bound to attack." Cana said. "And I would bet it sooner than later. Right now, we just got too many wounded to put up much of a fight."

Mira turned forward, her eyes closed in sorrow. "Master is seriously wounded and we can't locate Mystogen." She then looked up and started into lacrima ball sitting on a golden, four legged stand. "You're the only one we can turn to. Help us Laxus."

Suddenly, the image of a spiked blonde hair man that was Laxus, grandson of Makarov and one of the most powerful mages in Fairy Tail, appeared in the lacrima. His expression portrayed annoyance.

"We could really use you right now." Mirajane pleaded. "Fairy Tail's in grave danger."

"_Man! Makarov is freaking pathetic!"_ Laxus laughed loudly. He then ceased his laughing and sneered. _"I don't see how this is remotely my problem. You're big girls, so deal with it yourselves!_"

"So you're not gonna help us!?" Cana shouted incredulously.

"_Of course not!"_ Laxus replied. _"Why would I? That senile old toad started this. Why do I have to be the one to clean up his mess?"_

Mira furrowed her brows angrily, but kept her emotions under check. "Please Laxus," she pleaded again, "Phantom is trying to kidnap Lucy."

"_Who? Do I even know her? Oh wait…the new girl? I tell yah what; if you can talk blondey into being my woman I'll do whatever she wants." _

"You are such a pig!" Cana yelled.

Laxus scowled. _"Are you sure you want to talk that way to a guy you're begging to help yah? Do me a favor, if that geezer manages to pull through this, tell him he's over the hill and he should hand the Guild over to me!" _the S-Class mage broke out into another fit of laughter.

Suddenly, the lacrima shattered into tiny pieces, courtesy of Mirajane. The white haired woman stood there with her fists clenched and tears racing down her face. Cana, meanwhile, looked at her in shock.

"Mira?" she whispered.

"I don't understand." Mirajane whimpered. "How can someone in Fairy Tail be so heartless and cruel?" She then turned around with determination on her face. "I can't just sit here and watch. I must join the others and fight!"

"Wait!" Cana disputed. "Don't be ridiculous!"

"I'm only useless being here at the Guild Hall." Mira retorted. "I wanna help!"

The card mage laid a supportive hand on her shoulder. "I understand but you'll only get in the way as you are now…even if you were once an S-Class wizard."

Mirajane glanced at Cana with tears streaming down her beautiful face. She knew that Cana was right, which only made her feel worse.

Without warning, the ground began to shake violently. Parts of the roof and wall chipped off of the Guild Hall and fell to the floor.

"Hey, what's going on?" Gray asked.

Ben was beginning to think it was just an earthquake until Alzack rushed through the main doors, trepidation on his face. "OUTSIDE!"

The teen hero and the uninjured Fairy Tail mages rushed outside; however, they were immediately petrified in shock when they spotted the source of the shaking. Even Ben felt apprehensive.

In the ocean was the Phantom Headquarters sitting on a big chunk of rock, but sprouting out from the rock were eight, giant bronze colored legs! The earth trembled under each step the giant building on legs took as it approached the shoreline in front of Fairy Tail's Guild Hall.

'_How is that possible?' _Ben wondered. _'Ugh…at this point, nothing should surprise me in this crazy world.' _

"What is that?!" Natsu exclaimed fearfully.

"It's a Guild Hall with ginormous legs!" Happy said.

"Is it Phantom?" Loke stammered.

Ben quickly recognized the building as Phantom's Headquarters, the same building that Lucy had jumped out of. Only this time, it was mobile!

Everyone's eyes were bulging out whilst their jaws hung low, their bodies frozen on the spot. Even Erza, who was in her Heart Kreuz armor, was shaking in fear. "I did not anticipate this. I did not think they would go to such extreme lengths to attack us!"

"I don't think anyone could've predicted _this._" Ben noted.

Finally, the Phantom Headquarters took one more giant step before it came to a halt. The building remained motionless for a short moment until a hatchway at the front lowered, allowing a long metal barrel to steadily extend out from the hatch.

Suddenly, dark blue energy became to swirl and coalesce around the end of the cannon barrel, growing more intense by each passing second. Ben gasped. He may not be a weapons expert like Kevin, but he had been around powerful weapons long enough to know when one was powering up. And he knew that from the size alone, the blast from that cannon would not only destroy the Guild Hall but all of Magnolia as well.

Without a word, Ben rushed forward. He didn't have time to explain to his friends what he was going to do. At this point, he was running on his hero instincts.

"Ben!" Erza cried.

"Are you crazy?!" Cana shouted.

"Don't be stupid!" Macao yelled. "You can't stop that thing!"

The jacket-wearing hero ignored them as he rushed toward the cliff. He quickly activated the Omnitrix, scrolled through the playlist and tapped the head icon he wanted, letting the faceplate slid back. To the shock and bafflement of the Fairy Tail wizards, Ben leaped off the cliff and plummeted to the ocean below.

'_C'mon Omnitrix, don't let me down now!' _Ben thought before slamming down the core.

All of a sudden, a bright emerald light blinded the area. What the Fairy Tail mages noticed though, was that this flash was much larger and intense than when Ben usually transformed. When the light faded, the group noticed a dark shadow was casted over them. As they looked up, their jaws dropped further whilst their eyes widened in astonishment and disbelief.

Standing in the ocean in front of the Guild was a giant bipedal humanoid that stood at a towering one thousand feet tall. It had a giant fin on its head that was red on top and black on the bottom. Its forearms, shoulders, feet, chest, and long fins protruding out from its elbows were all colored red while the rest of its body was white. The Omnitrix symbol was displayed proudly on its chest.

"**Way Big!" **Ben boomed, his voice carrying for miles.

The wizards outside continued to look up at the giant creature in awestruck. A few of them were even shaking in fear. Unexpectedly, Gray fainted and fell backwards.

"Holy moly!" Happy cried. "Is that Ben?!"

"I think so." Loke stuttered.

"Whoa! Why didn't he ever say he had a form like _that_?!" Cana shouted.

"He's…he's freaking huge!" Natsu stammered.

Erza said nothing; not that she could, she was incapable of saying anything at the moment. She gazed up at the enormous humanoid standing tall in front of the Guild. Her body was trembling ever so slightly as she stood frozen in dumbstruck.

Way Big glared at the eight-legged building standing at least half a mile away. Black lightning shot out from the energy ball collecting at the end of the barrel. Finally, with an earthshaking boom, a powerful bluish-black beam fired out from the cannon.

Way Big crossed his arms in front of him, forming a plus sign. Green cosmic energy began to amalgamate around the center of the plus. Without wasting a moment, the To'kustar fired a powerful emerald beam of energy. Both the cosmic and magical blast met head on above the ocean water.

As a result, a giant ball of dark azure and emerald energy formed in-between the beams. Ocean water below began to evaporate away due to the intense heat as the waves between the giant humanoid and building became bigger.

Way Big continued to drain his power into his cosmic ray. Phantom's beam was very strong, stronger than any energy blast Ben had ever fought against; nevertheless, he couldn't let it get through. Fighting through the pain, Ben groaned and clenched his teeth tight as he put more power into his ray.

The Fairy Tail wizards watched in awe as Way Big's kept the enemy's beam at bay. Both sides fighting for dominance but were locked in a stalemate. A moment passed, and Phantom's beam was losing strength. Way Big felt it and normally he would've taken this to his advantage and put more energy into his attack; however, he was feeling very fatigue.

Another moment later, Phantom's energy beam disappeared, letting Way Big's ray shoot through and strike the cannon barrel. Phantom's Headquarters shook from the blast, but the arachnid-like legs underneath kept it stable.

When the smoke and ocean vapors cleared, the cannon barrel was scorched and cracked in a various places. Other than that, it was relatively unharmed. Way Big had emptied so much power into fighting against Phantom's beam that his own cosmic ray was now too weak to damage the cannon.

Ben's eyelids dropped lower as his knees shook under him. He was feeling very exhausted, struggling to even keep himself upright. Way Big let out a moan as he fell backwards. The Fairy Tail wizards in his path quickly ran out of the way as his upper body crashed into the courtyard, his legs hanging off the cliff.

In another emerald flash, Way Big transformed back to Ben. The brunette haired teen was lying on his back unconscious in the middle of a huge hole dug into the ground by Way Big's body. Natsu, Erza, and Happy immediately slid into the hole and came to Ben's aid.

"Ben!" Natsu shouted. "Are you alright?!"

"Speak to me, Ben." Erza said worriedly.

A couple seconds passed before a low groan emanated from Ben's throat. His green eyes fluttered open and darted between Natsu, Happy, and Erza as he returned to consciousness. It was then that pain and exhaustion hit him like a freight train. He groaned as he found the strength to sit up.

He laid a hand on his head, trying to soothe the pain. "Did I win?"

"That blast you fired as that giant monster stopped Phantom's beam." Happy answered. "That was amazing!"

Ben smiled, relieved that he had stopped the blast from killing his friends.

Natsu offered a hand, which Ben accepted and let Natsu help him back to his feet. His knees were still a bit shaky but he wasn't worried. He would fully recover in a few moments. Natsu and Erza helped Ben out of the crater, only to be met by the dumbfounded expressions of the other Guild members.

"Whoa," Macao gapped. "He actually stopped it."

"No kidding," Cana said.

"Who knew he had a form that powerful." Alzack added.

Erza was under Ben right shoulder to help support him. He was still too weak to stand, but his strength was slowly building back up. He stood by his teammates, minus Lucy who was standing at the back of the group.

"That was…" Erza trailed off, still recovering from her shock, "…quite a transformation."

"Yeah…" Gray said, and then shouted, "But why didn't you tell us you had something like that?!"

Ben shrugged and weakly smiled. "Never really came up in a conversation."

Suddenly, before anything else could comment, the voice of Jose echoed out from a PA system at Phantom Headquarters.

"_Impressive display of power Take-Over mage," _Jose praised. _"I'll admit I'm impressed, but Makarov has fallen and now you, Take-Over mage, can barely stand on your own." _

Ben growled. He pulled his arm off of Erza's shoulder, standing tall and firm to prove a point. The anger in him was bringing his strength back quicker.

"_Any chance of victory has slipped through your fingers. Surrender Lucy Heartfilia immediately or I'll have no choice but to kill you all." _

'_Is that dude really that dense?' _Ben pondered. _'I just changed into a giant alien, and he still thinks we don't have a shot? Talk about being arrogant.' _

"That's not gonna happen!" Alzack yelled.

"Like any Guild would hand over one of their own to a monster like you!" Bisca added.

"You hear that!?" Macao shouted. "Lucy's staying put!"

The other Fairy Tail mages spectating in the back agreed and began to rally.

"_I won't ask again!" _Jose said, his voice seething with rage.

Lucy stood still, her head hung low in a crestfallen matter. She started to cry once more. Everything that was happening was her fault. "Maybe I should just go with them? Give myself up." She whimpered.

"We would never betray her like that!" Erza roared. "You'd have to kill us first!"

The other Guild members yelled in agreement. Lucy's head perked up in shock.

"You can stop asking now cause we're not gonna give you any other answer!" Natsu shouted in fury. "We're taking every one of you jerks down!"

"If you think we'll just hand her over like that, then you're in for a serious ass kicking!" Ben yelled.

All the Fairy Tail mages began to roar in agreement. There answer was final. They will never hand over Lucy, and they certainly weren't going out without a fight. Meanwhile, Lucy sobbed and placed a hand over her mouth. Her heart was touched by her Guild sticking up for her, willing to give up their lives for her.

"_IF THAT'S WHAT YOU WANT THEN I'LL GIVE YOU A SECOND HELPING OF JUPITER!" _Jose bellowed through the speakers. _"You've got fifteen minutes to hand her over or you can consider yourselves all dead!" _

"No way," Elfman gapped.

"What are we gonna do?" Cana asked.

"They're gonna fire at us again?" Loke stuttered.

Without warning, hordes of black phantoms flew out from the building and swarmed toward Fairy Tail.

"_You're in quite a quandary, aren't yah Fairy Tail?" _the master of Phantom Lord mocked. _"There are only two ways this situation can play out. My troops will tear you apart or you'll be blown away by Jupiter!" _

"Or we can just beat your ass." Ben retorted.

"Are you kidding me?!" Macao yelled. "If he fires at us he'll be killing his own men!"

"Who would do something like that?" Wakaba added.

"No, he's gonna do it." Cana remarked, which made Macao and Wakaba's jaws drop. "Those Phantom soldiers are creations of Jose's Shade Magic. They're not human so it won't matter if they're destroyed."

Ben turned to Cana in intrigue. "Wait! So you're saying they're ghosts?"

His question went ignored as Cana said, "We gotta do something to take out that Jupiter Cannon."

Natsu punched his open palm and stated, "I'm gonna smash that thing to pieces! I've got fifteen minutes to wreck it, right?"

Cana nodded.

Natsu smirked, that was all he needed to know. He then broke off into a sprint. "C'mon Happy!"

"Aye sir," Happy said as he picked up Natsu and flew him towards Phantom's Headquarters.

Ben turned to Gray and Elfman. "C'mon guys! We're gonna storm the place too!"

"Alright!" Elfman fist pumped.

"That's what I'm talking about!" Gray added eagerly.

"I shall lead the defense out here." Erza proclaimed.

The trio nodded and then broke off into a sprint toward Phantom's Headquarters. Ben activated the Omnitrix, selected an alien, and slammed down the dial. In a flash of green, in Ben's place was a flying red manta ray-like creature.

"**Jetray!" **

Ben flew over Gray and Elfman, grabbed them by the back of their shirts, and picked them up. Jetray soared toward the castle that was standing on legs.

Erza, meanwhile, stood tall and firm in front of the others and watched as the group flew into enemy territory.

"Be safe," She whispered.

She then turned her gaze to the hordes of ebony phantom troops that were swarming toward the Guild. A pair of magical swords appeared in Erza's hands as she got into a battle stance.

"We will not let those things destroy our Guild Hall!" Titania shouted. "Fight for Lucy, for Master Makarov, for our Guild!"

The wizards of Fairy Tail all roared in response.

The first phantom at the head of the attack, Erza slashed through it. It disappeared in a black haze. The final battle against Fairy Tail and Phantom Lord had begun!

…

Meanwhile, Natsu was slamming his fiery fists into the Jupiter Cannon barrel. He was having no success. He then noticed the cracked areas created from Way Big's weakened cosmic blast and tried punching there; even then he still couldn't break it.

Natsu growled in irritation. "Crap! I'm barely scratching the surface!"

"I guess we're just gonna have to destroy it from the inside, huh?" Happy suggested.

Natsu ceased his hitting as his mien brightened in realization. He looked back at Happy and smiled. "Good idea, Happy!"

The Dragon Slayer and flying cat approached the end of the cannon and swung themselves over into the barrel.

"Alright, let's do this!" Natsu said.

"Aye," Happy agreed.

The duo ran down the dark, grooved tunnel toward the bright light at the end. When they reached the other end, they were in a massive room. In the center was a huge, glass sphere with a grayish tint. Circled around it on the walls were four smaller red, blue, yellow, and green spheres. Situated on the ceiling was a big clock with Roman numeral numbers.

The minute hand on the clock moved. _"Eleven minutes until Jupiter fires." _A synthesized female voice said over the PA.

"They must be using that magic lacrima to collect magical energy." Happy realized.

"Yeah," Natsu said, "but why do they need one as big as that?"

"Cause Magical Focusing Cannons don't fire regular ammunition," the cat answered, "instead they fire concentrated magical power."

"I didn't get most of that." The pink haired mage confessed. "But all we have to do is destroy that thing, don't we?"

"I can't allow that." A voice replied.

The duo looked down to see a young man with his black and white hair stylized in a Japanese-styled top knot. He wore a reddish-orange coat with red fur around his collar, black pants, and black boots. Strapped to the black belt on his waist was a katana. This was Totomaru, one of the Element 4.

"Is he a guard?" Happy inquired.

"Doesn't matter!" yelled Natsu as he leaped at Totomaru, his fists covered in flames. "Anyone who gets in my way is going down!"

Totomaru remained standing still, a superior smile on his face. "I don't think so."

"I don't care what you think! Get out of my way!" the Dragon Slayer demanded.

Suddenly, Natsu was cut off guard as he was struck in the face by _his_ own fiery fist!

"Natsu!" Happy admonished. "Why'd you hit yourself?"

"I didn't! My fist just went crazy!" he replied.

He gained control of himself midair and landed on his feet unharmed. Natsu glared back at the ninja-garbed man.

"It seems to me," Totomaru remarked, "that _you_ are getting in your own way."

The Fire Dragon Slayer continued to stare down his opponent, but was brought back to reality when the clock's minute hand shifted again.

"_Ten minutes until Jupiter fires." _

"Move it, buddy!" Natsu ordered. "I gotta cannon to demolish!"

"All you have to do is shatter the giant lacrima and it won't be able to fire anymore." Happy enlightened.

"You can certainly try." Totomaru said. "But I won't let you."

Natsu's fists were shrouded by fire, his ferocity growing stronger.

"I'm running out of time! Shut up and let me do my thing!" Natsu crouched low and jumped into the air, his flaming left fist cocked back.

However, before Natsu could get to him, the Dragon Slayer punched himself again and sent himself careening to the side. Happy flew to him in concern.

"You okay?" the blue cat asked.

Natsu quickly got up and rubbed the sore side of his face. "Yeah…I did it again. What was that?"

"We don't have time!" Happy exclaimed, waving his paws around in frantic. "Forget about this guy! It's the cannon! We have to break it right now!"

Natsu seemingly ignored Happy as he continued to glare at Totomaru. "I'll show you." He let out a yell and charged at the Phantom mage.

"Hey, did you hear what I said?!" Happy shouted indignantly.

Totomaru only stood still as Natsu closed the distance between then. Suddenly, a reddish-orange magic circle appeared in front of him. As a result, the flames in Natsu's hands began to make him spin around. The spinning threw him off course and hurdling into the wall.

"I am Totomaru and I have complete control over the element of fire."

Natsu growled as he picked himself back up. "Wait, I bet you're one of those whatcha'ma call it five guys, right?"

"Geez Natsu!" Happy reprimanded. "They're called the Element 4. How could you not even get the number part right?"

"Yes, and any form of fire is my plaything to do with as I please." Totomaru replied.

"You gotta be kidding me." Natsu muttered.

The Phantom mage held out his hands. "It doesn't matter if it is natural or magical, all fire will bend to _my_ command alone."

"Hate to break it to yah but you're not controlling mine!" countered Natsu.

Totomaru smirked. "This isn't going to go well for you my dear fire wizard."

All of a sudden, the colored lacrima balls on the walls began to illuminate brightly as magic power collected inside of them. Then, magical energy flowed out from the smaller spheres and into the much larger one in the center of the room.

Natsu gasped while Totomaru only chuckled.

"Oh no! It's starting to activate again!" Happy cried.

"_Five minutes until Jupiter fires." _The PA system notified.

"Hurry Natsu!" the flying cat shouted. "The Jupiter Cannon is almost ready to fire again!"

"Yeah, I know." Natsu replied, cracking his fists.

"It's too late." Totomaru said. Then, another reddish-orange magic circle appeared in front of him. **"Blue Fire!" **

A blast of blue flames discharged from Totomaru's magic circle straight toward Natsu. The Dragon Slayer wasn't worried in the slightest bit. He opened his mouth and breathed in deeply. The azure flames from the Phantom mage's attack were sucked up into Natsu's mouth.

"Whoa! That was cold going down. I've never tasted fire like that before." The pink haired wizard noted.

"So it's you." Totomaru crossed his arms over his chest. "Fairy Tail's Dragon Slayer. This isn't going to work out well for either of us, is it?"

Natsu cocked a brow in confusion. "Huh?"

"Because we're both impervious to fire attacks," explained Totomaru.

"I haven't even hit you yet! How do you know my fire won't hurt yah?" Natsu yelled in ire.

"Go ahead and give it your best shot, but you won't be able to hit me." he stated.

In response, Natsu slammed his fists together and summoned a fiery magic circle. "We'll see about that! **Fire Dragon…"**

Totomaru immediately brought up a magic circle to defend himself. "I already told you I can control the element of fire!"

However, it was _he_ who got surprised when Natsu finished his proclamation.

"…Spit!"

Without warning, Salamander started shooting a stream of spit at Totomaru. The Phantom wizard groaned in annoyance as Natsu's spit raced down his face.

"Ha! Ha! Ha!" Natsu cackled mischievously. "I got you good!"

"_Two minutes until Jupiter fires." _

"Natsu, you gotta hurry! We're running out of time!" Happy shouted as he flew around Natsu frenetically.

"That was a really stupid move." Totomaru remarked angrily. "You think that this is a game?!" He summoned another magic circle. **"Orange Fire!" **

An inferno of orange colored flames blasted out from Totomaru's magic circle and headed straight for Natsu. But like before, the Dragon Slayer stood tall with a toothy smirk on his face. "You call that an attack? Well I call it dinner!"

Again, Natsu inhaled the fire; however, unlike before, this fire tasted very gross. "UGH…nasty!" Salamander cried out as he rolled across the floor, rubbing his tongue to get the taste of that horrendous fire out of his mouth.

Totomaru, in response, laughed in amusement. "Taste like a rag soaked in spoiled milk, doesn't it?" he taunted.

Natsu stood up and got face-to-face with Totomaru, his eyes burning with indignation. "That was a dirty trick!" he growled.

"And a face full of spit isn't?" Totomaru retorted.

"_One minute until Jupiter fires." _

Happy grabbed the side of Natsu's face and began to pull on him. "C'mon Natsu! You gotta hurry!"

"Let go!" Natsu shouted as he charged at Totomaru again. He threw a right hook and a powerful kick at his opponent, but Totomaru was quick to dodge each attack.

"So you wanna fight without using magic?" The fire-controlling mage leaped back and landed on top of a huge apparatus of cogs to the side of the room. "Well that's fine by me! My katana is ready!"

In a blur, he appeared right in front of Natsu and slashed his blade at him. The Dragon Slayer was quick to jump back and dodge the attack. Totomaru appeared in front of him again and swiped the blade at him, but Natsu leaped into the air to perform a back flip.

Totomaru was wise to this as he crouched low and jumped up at Natsu, his blade reared back for an attack. However, he was unprepared when Natsu kicked his sword out of his hand. The katana went flying upward and struck the main lacrima ball, cracks formed around the blade as it embedded itself into the sphere.

Natsu smirked whilst Totomaru only frowned.

"You think you're so smooth. A little ding like that won't destroy a giant lacrima." Totomaru pointed out.

"Maybe not but now you're sword-less, which means I got the upper hand!" Natsu countered. He ignited his fists with fire and charged at his enemy. He sent a right and left hook but Totomaru dodged or sidestepped each attack.

Totomaru vanished and appeared behind Natsu. "How many times do I have to tell you that won't work?" he said in annoyance, holding up his middle and index finger. As a result, Natsu punched himself in the face with his flaming fist.

Natsu growled, and then exhaled a torrent of fire at Totomaru, which shocked him. The fire-controlling mage stepped back with a few minor burns. _'How did he do that?' _He thought. _'He expanded the range of his fire powers so that it would hit me.' _

…

Meanwhile, outside in the courtyard, the Fairy Tail wizards continued their onslaught against the phantom soldiers. They were easy to destroy; however, if they touched you for even an instant, they could weaken your life force.

Though a big number were taken out of the fight due to a phantom touching them, there was still a good fraction left standing. However, if Erza hadn't been their leading them, things would've been a lot tougher.

Erza had Re-Quipped into her Heaven's Wheel armor. It has silver plated armor on her chest with a large metal flower over it, a large billowing skirt that has metal plating in the upper area, and big metal wings that appear to be made of individual blades.

Erza flew into the air and summoned multiple blades around her. "Dance, my blades!" She yelled. Suddenly, the swords began to spin around her at rapid speeds. **"Circle Sword!" **

The blades formed a disc formation and launched forward, slicing many phantoms at once as they dissipated into nothingness. Erza descended and gently landed back to the ground.

"Nice job, Erza," Macao commented, his hands covered in bluish-purple fire.

Before she could respond though, her attention was then grabbed by the priming of the Jupiter Cannon. Bluish-black energy was already beginning to coalesce around the end of the barrel.

"This isn't looking good." Loke noted.

"Why's he taking so long?!" Wakaba shouted.

'_C'mon boys,' _Erza thought, _'you must hurry. Don't let me down.' _

…

"OH NO!" Happy cried. "We're dead meat! It's gonna fire again!"

Natsu growled, the anger within him coursing to the boiling level. He let out a yell as the fire in his hands grew bigger and more intense.

Totomaru only sneered. "Think you're gonna blast me again? Not gonna happen!" He got in a stance and summoned a magic circle. "I'll keep my distance and control your fire from here!"

Natsu yelled louder as he held up his arms in a power-up fashion. His flames were becoming hotter and more powerful, swirling above him like a hurricane.

"What the?" Totomaru remarked, his eyes furrowing from confusion. "I can't get it to move. It won't even budge."

Suddenly, the fire surrounding Natsu became so bright that Totomaru was forced to back up and look away. The Phantom mage looked on in disbelief, shocked that Natsu had somehow blocked his control.

"This is _my_ fire!" Natsu bellowed. "And I won't let you mess with it!"

The Dragon Slayer shot his gathered flames forward. Totomaru leaped to the side to avoid the tendril of flames.

He grinned. "Ha! Your attack is no good if you can't hit your target."

The fire tendril morphed into a flaming fist, which caused Totomaru's jaw to drop. "OH CRAP!"

"Whoever said you were my target." Natsu retorted.

The fiery fist slammed into the handle of the katana stuck in the lacrima. The strength behind the blow buried it deeper. As a result, a volley of cracks manifested from the blade and grew around the lacrima ball, causing the collective energy inside to become unstable.

…

Outside, the Fairy Tail wizards' attention was grabbed as the Jupiter Cannon ignited in a bluish-black conflagration, destroying the cannon barrel in the process. Everyone began to cheer in joy from the sight of the demolished super-weapon.

"Hey!" Bisca said. "Check it out! They blew it up!"

"Yeah they did." Alzack commented. "The Jupiter Cannon's been destroyed just in time."

Erza smiled proudly. _'Great work, boys,' _

All of a sudden, Erza gasped as a cold chill raced down her spine. She didn't know what the cause was, but she had a feeling something bad was going to happen.

…

In the wreckage of the cannon room, smoke was hazing off the floors whilst piles of rubble laid scattered everywhere. Totomaru stood on top of a giant cog while Natsu and Happy were on the floor.

"Hey buddy!" Natsu called out. "Someone told me something about Fire Magic that you should know. You can never control fire if your heart isn't in it."

'_I get it.' _Happy thought. _'He had to have the time to figure out Totomaru's fire control or he wouldn't have been able to destroy the cannon. Now I kinda feel bad for rushing him like that.' _

Natsu ignited his fists in fire once more. "I've had enough of you messing with my magic. Play with my fire and you're bound to get burned! You got me?!"

Totomaru clenched his fists and scowled at the Dragon Slayer. Before he could remark, however, he lost his balance as the building shook violently. All of a sudden, Phantom's Headquarters began to break apart and reassemble. In the room with Natsu, Happy, and Totomaru, the floor was tilting at a steep angle.

"Hey now, what the heck is going on?!" Natsu shouted.

"The whole building is tilting!" added Happy.

"He's awakening it right now?!" Totomaru said incredulously. "But there's no horizontal stabilization in here!"

Natsu blinked. "Stabilia-what?"

The building shook again, throwing the trio off balance and onto the floor. Totomaru quickly stood up though and grinned wickedly at Natsu.

"You Fairy Tail-ers are through!" He proclaimed. "Phantom's Giant will slaughter you!"

…

Jetray landed onto a balcony, placing Gray and Elfman back on their feet. In a flash of green, Jetray transformed back to Ben and stood by them. They were late getting to Phantom's HQ, mainly because they were attacked by a pack of phantom troops flying around the building. They were just grateful that Natsu managed to destroy the Jupiter Cannon in time.

'_Although,' _mused Ben, _'he was cutting it a bit too close.' _

Without warning, the entire building began to shake violently. They stumbled and tried to regain their balance. Ben grabbed hold of the balcony railing to support himself as the part of the huge castle they were on broke away and shifted into a new position.

"What's going on?" Ben asked.

"No way," Elfman breathed, "they're awakening the Giant."

"Not good," Gray added uneasily.

Ben blinked and looked at the two confusingly. "Okay, let's pretend I have no idea what this Giant is."

"It's Phantom's ultimate weapon. They're transforming their headquarters into a giant warrior." Elfman responded.

The Omnitrix bearer's eyes widened. He had to admit, that was a pretty impressive weapon. Nonetheless, he shook himself out of his musing and back to their current situation.

"As cool as that sounds," Ben confessed, "we have to find Natsu. I think the cannon room…or what's left of it anyway…is that way!"

Gray and Elfman nodded as they followed Ben through a door and down a corridor.

…

In the courtyard of the Fairy Tail Guild Hall, the wizards all looked up in shock and horror. If they were stupefied when Ben changed into Way Big, they were now blown away as the structure of Phantom Lord HQ shifted into an enormous, stone robot with broad spiked shoulders and a horned head. Countless numbers of phantom troops flew around the giant rocky robot in a ring formation.

This was Phantom Lord's ultimate weapon, the Super Mage Giant Phantom MK II.

"No way," Cana said weakly, "you've got to be kidding me."

"The Giant," Erza said stoically; however, deep down she was far from fearless, she was terrified over this development. "Phantom's most powerful weapon,"

Titania was wondering if this was the cause of the chill she felt earlier.

"_Kneel before me you brats!" _Jose demanded over the PA system. _"Or you will fall victim to my wrath. Savior your last moments because I will soon end your pathetic lives," _

Erza glared at the giant stone warrior. A moment later, the ring of phantom soldiers all changed course and turned their targets to the Fairy Tail mages. As the black ghost-like beings swarmed toward Fairy Tail, the Giant Phantom began to slowly step closer toward the Guild Hall.

"A Giant and ghosts," Bisca said disbelievingly. "How are we supposed to handle this?"

Erza, who was still in her Heaven's Wheel armor, held up both swords in her hands and prepared for another fight. "Just focus on these phantoms for now! We'll let Natsu, Ben, Gray, and Elfman handle the Giant!"

"Sure," Wakaba replied, "the last three can handle it. But what about Natsu's…"

"Motion sickness," Macao finished.

After that statement, everyone groaned in exasperation as their faces paled considerably.

…

In the wreckage of the cannon room, Natsu was lying on his stomach, dizzy and motion-sick. He looked ready to vomit any second. Happy was by his side, nudging him to get up.

"C'mon Natsu!" Happy yelled. "You gotta get up!"

Totomaru quickly appeared above a pile of rocks a few meters away from the duo. "What's the matter?" he joked. "You get motion sickness? Looks like you can't eat fire now, can you?"

Totomaru then held out his middle and index fingers and crossed his arms in front of him. "Well then, time for me to finish you off!" He yelled just as rust colored magic circle appeared in front of him.

Happy gasped in fear. "Natsu!"

"Prepare to die, Dragon Slayer!" Totomaru bellowed; however, before he could fire his attack, ice crystals began to form around his hands and arms, jutting out in every direction. "What?! NO! What's happening to me?"

"You're not a man!" Elfman stated. He then swiftly charged forward and punched Totomaru with his beast arm, which sent him straight through a hole in the roof. "You're a backwards shooting snowflake!"

"That makes no sense!" Totomaru remarked as he disappeared out of sight.

Ben, who had just sprinted into the room, looked at Elfman strangely. _'Backwards shooting snowflake?' _He thought with a raised brow.

The teen hero came to Natsu's side and offered a hand, which he accepted and pulled the Dragon Slayer back to his feet.

"Thanks you guys." Natsu thanked.

"What's your deal, Natsu?" Gray inquired, crossing his arms over his chest. "That was just sad."

"If you were a real man you'd make the Giant motion-sick of you." Elfman declared.

Ben cocked an eyebrow again as he stared at two mages. "Seriously? He just wrecked the Jupiter Cannon and you're giving him crap?"

Gray shrugged in response. "So," the ice mage said, "is this all that's left of the Jupiter Cannon?"

"Aye," Happy replied.

"Hmph, then you did good." Gray conceded.

"Yeah, great job Natsu. Although, you did cut it really close, yah know." Ben commented.

Natsu smiled. "Hmm, it must've stopped moving because I feel better now."

"I'll fly outside and see what's happening." Happy offered.

…

As Erza and her fellow Guild mates battled against the hordes of shades, they noticed that one of the arms of the Giant Phantom was moving in a pattern.

"Hey look," Alzack pointed out, "what's that?"

"It's…drawing something." Bisca answered.

"A magic circle!" a purple haired girl named, Laki, exclaimed.

Erza, still in her Heaven Wheel's armor, was flying in the air and slashed her blades against a couple of phantoms that tried to attack her, defeating them easily. She then turned to the Giant Phantom etching a magical circle into the air. Her brown eyes widened in horror as sweat dripped down her face. She recognized that spell.

"That's Abyss Break," She muttered apprehensively, "one of the forbidden spells. From the size of that magical circle, it could wipe out the entire city."

'_If I had to guess, I would say we have ten minutes until the spell is completed.' _Erza thought.

Suddenly, she felt a colder chill race up her spin. Erza was now beginning to inwardly debate whether she should assist the boys or not.

…

Later, Happy had flown back to Ben, Natsu, Elfman, and Gray and informed them of Phantom preparing to cast Abyss Break and explained what it was. They were shocked by this, but Ben, Elfman, and Gray managed to keep leveled heads; Natsu, however, not so much.

"What do we do?!" Natsu yelled. "We gotta stop them!"

"The first thing we need to do is to split up and start looking for this Abyss thing's power source." Ben answered. "It's the only way we'll find it in time."

"Man," Elfman exasperated, "will we ever catch a break?"

"From my experience in these kinds of situations," replied Ben, "no."

Determination casted over Natsu's face as he announced, "Come on guys! Let's do this!"

"Yeah," they said simultaneously.

"It's Hero time!" Ben added.

…

Later, gray storm clouds were forming over the Giant Phantom. Thunder rumbled through the air as it began to rain. Gray climbed through a broken window to get outside, hoping that it would make it easier to find the Abyss Break's power source.

When he felt the rain hit his body, he glanced up at the sky in confusion. "That's weird." He noted. "When did it start raining?"

"Drip, drip, drop," a monotonous feminine voice called.

Gray turned around to see a young woman with a curvaceous figure, blue hair that was curled at the base, dark blue eyes, and pale skin. She wore a navy blue coat, a fur shawl, and a Russian Cossack hat. She was holding a pink umbrella with a white frilly trim at the base over her head as she walked toward Gray.

"Hello," she said, "My name is Juvia, and I am the Rain Woman of the Element 4. Drip, drip, drop,"

Gray climbed out of the window and stood tall, glaring hard at the Phantom mage. "So you're one of them too, huh? Well then, bring it on."

"I must say, I'm quite impressed that your Guild was able to smack down two of the elements." Juvia confessed stoically. "However, you must not underestimate the remaining two."

"Listen lady, if you're looking for a fight I'll give you one." Gray said in a dead serious tone. "But let's get something straight I'm not gonna hold back just because you're a chick."

A moment of silence passed while Gray and Juvia stared at each other. The tension could be cut with a knife. Unexpectedly, a hearty blush appeared on Juvia's pale face.

"Well then," She turned around and began to slowly walk away, "I give up. You win. Good bye."

"HEY!" Gray shouted. His eyes were bulging out from shock and confusion. "Where are you going? Get back here and fight me!"

Juvia ignored him as she continued forward. Her hand was placed over her chest. Her breathing was becoming deeper and the blush on her face remained.

"There must be something wrong with me." Juvia said. "Why is my heart beating so fast?"

"Could you at least tell me how to stop the Giant?" Gray yelled as he ran toward her.

Juvia stopped in her tracks. Her dark blue eyes were twinkling with an emotion she has never felt before. "I can't explain why, but I have this strong urge to make him mine. I just can't help myself anymore." She held out her hand and chanted, **"Water Lock!" **

Without warning, Gray was instantly trapped inside a big ball of water. The onyx haired teen groaned in pain, an injury he had sustained in the fight with Phantom was acting up now.

"Oh no!" Juvia cried in panic. "He's injured! I had no idea he was hurt! I don't know what to do! I guess I should probably release him."

Suddenly, Juvia was snapped out of her ranting as the ball of water she trapped Gray in froze and then shattered into tiny, crystalline pieces. Gray landed on his feet, but lowered to a knee to hold his aching side.

"He must be an ice wizard." Juvia realized. "He froze my Water Lock and broke free."

'_I've never witnessed the power of ice magic, it's beautiful!' _Juvia thought. Then, the water mage began to have dreamy visions of her and Gray together as lovers. _'I am water and he is ice. We must be bound by fate. I can't believe I've finally found my handsome prince.' _

Gray groaned as held his injured, bandaged torso. "You almost got me with that sneak attack you pulled." He admitted. "You're playing dirty."

Juvia held her beating heart and wailed happily, a perverted thought flowing into her mind.

Gray stripped off his white buttoned shirt, much to the embarrassment, shock, and pleasure for Juvia.

'_He's taking off his clothes!' _She cried inwardly. _"But I'm not ready for this, we just met! Wait, can't we take things slowly!?' _

Gray threw his shirt to the ground and stood defiantly. "I don't want to have to fight a girl, but I will if I have to." He stated. "So you better surrender; otherwise, I'll be forced to hurt yah!"

He put his right fist in his open left palm and held out his arms, which summoned a white magic circle in front of him. **"Ice Make: Lance!" **

A barrage of icy lances fired out from the magic circle straight toward Juvia. The rain woman, however, didn't attempt to dodge the projectiles at all; instead, they went straight through her! Instead of blood pouring out, her injured areas took the form of water and merged with the rest of her body and returned to normal.

Gray lightly gasped and stared at Juvia in bewilderment.

"My body is made entirely of water." the blue haired mage explained. "Surprise, drip, drip, drop,"

His eyes widened further from shock.

"Yes," she mumbled in disappointment, "my love is also my enemy. We are on opposite sides of this war. I have no choice but to attack. It seems this is farewell my prince."

She held out her hand and summoned a blue magical circle. **"Water Slicer!" **

Three water whips shot out from her magic circle. But instead striking Gray, they hit the top of a steel pillar. The top half was swiftly cut into tiny fragments, much to Gray's surprise.

"You see, given the right amount of force, water is strong enough to slice through steel." Juvia enlightened. "Underestimate its powers, and you'll find yourself in a world of pain."

In response, Gray growled in vexation, and then he chanted, **"Ice Make: Battle Axe!" **

Suddenly, a wave of ice erupted from Gray's magic circle and sliced Juvia in half. However, the water that comprised her body quickly connected back together.

"Can't you see that you're wasting your time?" Juvia said nonchalantly. "Your attacks have no effect on my body made of water. Drip, drip, drop,"

Gray snarled, "Now what do I do?"

"It doesn't matter what you do, you cannot beat me." stated Juvia. "But there is one way you and your Guild may be spared. All we ask is that you hand over Miss Lucy Heartfilia. Do that and I'll ask our master to call off his attack on Fairy Tail."

"Ah c'mon, don't give me that crap!" the ice mage yelled. "You and I both know we're past the point of no return. Besides, Lucy is one of us. I'd rather give my life than hand her over to you."

At that statement, Juvia dropped her umbrella. One of her eyes was now twitching. _'He'd rather give his life, give his life, give his life?! Lucy is my rival! Lucy is my rival! He loves her!' _

All of a sudden, Juvia screamed loudly as she covered her face. "Oh the pain!" she sobbed miserably. "How can fate be so cruel? My heart feels like it's been shred to bits! It hurts, oh it hurts!"

"What's wrong?" Gray asked worriedly. "You feeling sick or something?"

Juvia ceased her crying. The sadness in her eyes was now replaced by rage and crazy. "She's not worthy of my prince." She muttered. Then, she roared out, "Lucy Heartfilia cannot be allowed to live!"

Gray only watched with a dumbfounded expression, a sweat drop falling down his face.

Without warning, Juvia shot out a blast of water at Gray. As he skidded back a few meters, he quickly took note that the water was hot.

"It burns?" Gray questioned. He turned his hard glare at the blue haired young woman. "What's your deal? What's your problem with Lucy?"

Juvia did not answer. She only fired another raging torrent of water at Gray. He swiftly leaped in the air to avoid the blow, but he was surprised by the speed in Juvia's attack.

"So fast," he murmured, "I don't know if my Maker-Magic can keep up."

The water torrent that Gray dodged came back and circled around Juvia before being blasted back at Gray again. The black haired mage leaped to the side; however, his shoes lost traction on the wet ground and caused him to slip toward the edge. Luckily, Gray was able to catch his balance just before he would've plummeted over.

"Whew, man that was close." He sighed in relief.

"Ever since the day I was born I've been followed by the rain." Juvia said. "It gives me strength. It makes me invincible."

She stopped and held up her arm, convening a magic circle above her. "Prepare to be scolded by my jealous rage!"

She fired a few streams of boiling water at Gray, but the ice mage skillfully jumped back to narrowly avoid the attacks.

"What are you jealous of?" He yelled confusingly.

He spread his legs to make a wide base before intonating, **"Ice Make: Shield!" **

A shield of ice instantly appeared in front of Gray, blocking Juvia's blow. However, the ice mage wasn't certain the shield would hold up. The water in Juvia's attack was hotter than ever.

"Man, this water is boiling hot." Gray said. "I can't keep this up for long."

"Like I told you," Juvia responded angrily, "I am at my most powerful in the rain. You will never be able to defeat me."

Juvia continued shooting her hot water surge until steam shrouded Gray's form. When she heard a crash, she immediately stopped. The mist faded, Gray was gone. She sauntered toward the broken window upon which he had been previously standing.

"He used the steam as a smokescreen." She realized. "He's not just handsome, he's smart too."

A warm smile appeared on her face as she gazed into the broken glass. "I really am in love." She whispered.

Meanwhile, Gray was running down a hallway that had windows on both sides of the walls and even on the ceiling too.

"I can't waste any more time on this crazy water chick!" Gray shouted. "I gotta figure out how to stop the Giant."

All of a sudden, an inundation of hot water broke through a window on the ceiling, carrying Gray away.

"It's burning my skin!" he yelled underwater.

The water gush blasted through a window in front of Juvia and threw Gray into the air.

"It's all over now!" she cried, shooting another water torrent at him.

Anger and determination crossed Gray's face as he turned around in midair, holding out his palms. "OH YEAH!" When his hands first made contact with the scolding water, it instantly began to freeze into a large rod of ice. "FREEZE UP!"

"No," Juvia said in disbelief, "it can't be!"

Suddenly, Juvia's body and the water around her immediately hardened into a large, spiked iceberg. Gray was about to smirk in victory until he noticed something. His left lower arm was trapped in the ice as well, and his hand was placed upon Juvia's left breast. This made him freak out.

"AHHH!" he screamed frantically. "It's not what it looks like! I didn't mean to!"

Gray pulled out his hand, which caused the ice entrapping Juvia to disappear. "SORRY!"

The young woman fell to her hands and knees. She looked up and gaze at Gray warmly. _'Even though I'm his enemy, he released me. He's such a nice guy!' _she thought.

"Let's just start over, okay?" Gray offered, nervous sweat drops falling from his face.

Juvia stood up and replied, "Let's not. Honestly, I don't wanna hurt you so there's no point in us fighting anymore."

"Huh?" Gray said puzzlingly. "Is this your weird way of admitting that you can't beat me or something?"

"You know I'm much stronger than Lucy, if you let me, I would be happy to protect you." Juvia responded.

"Protect me?" he repeated. "From what?"

As they talked, the rain around them fell harder and in more volume. "Well, I…" she stumbled, "I think you're…uh…so…"

"Is it just me or is this rain getting worse?" Gray interrupted, glancing irately at the sky.

"Oh this is so frustrating!" Juvia shouted.

However, her ranting went ignored by Gray as he continued to comment on the rain. "Man, it won't let up. This rain is so gloomy."

Juvia instantly froze, the word 'gloomy' echoing in her mind. She felt to her hands and knees, her fists clenched tightly. Gray looked back in concern.

"Uh…is something wrong?" he asked.

"I thought he was different, but he's just like all the rest." Juvia mumbled in ire and misery.

Suddenly, she stood right back up, water shrouding her enraged form. "HOW COULD YOU BE SO CRUEL?!"She bellowed.

"What's with you?" demanded Gray.

'_I won't let my feelings be persuaded any longer!' _the rain woman shouted inwardly.

Before Gray could react, a blast of hot water slammed into him. He was carried back a few meters before he found some footing and managed to stand against the raging water. The ice mage held out his hands, trying to freeze it again.

'_I can't freeze it. It's even hotter than before!' _Gray thought.

"I'M THROUGH WITH LOVE!" Juvia roared. "AND I'M THROUGH WITH YOU!"

The power behind the torrent lifted Gray off his feet and sent flying back.

"I've lived my entire life as a gloomy rain woman," Juvia cried, "but Phantom Lord looked past that! They welcomed me with open arms! I am one of the Element 4, a proud Phantom Lord wizard!"

Juvia's body changed into a surge of water as she shot at Gray. The ice mage caught his footing and summoned an ice shield to block her attack.

"How could you be proud to be with them?" he demanded. "You and your Guild are going down!"

With a mighty yell, Gray punched the water torrent, which made it turn to ice instantly. As Juvia descended to the ground, she noticed that the rain droplets around her had been frozen into hail.

"He even turned the rain into ice! He's amazing!" She said.

"**Ice Make: Geyser!" **Gray incanted as he slammed his fist into the floor.

All of a sudden, a giant geyser of ice sprouted out from the ground above Juvia and trapped her within midair. She screamed in pain from the freezing temperature. Seconds later, the ice shattered into tiny pieces.

As she plummeted off the roof, she thought, _'I lost. It's all over now. I'm going to fall to the ground and splatter…just like a raindrop. I suppose it's a fitting end to a rain woman. Farewell, gloomy Juvia,' _

Juvia was snapped out of her thoughts as she felt a strong hand grab her wrist. She looked up see Gray on the edge of the roof, holding on to her tightly.

"Just hold on, okay!" He assured. "I promise I won't let you fall!"

The rain woman gazed up at Gray, deeply moved by his selfless heroism.

Gray used his strength to pull her back onto the roof. He gently laid her on her back while he kneeled in front of her.

"Why did you save me?" she asked.

"Just cause," he replied. "Now get some rest."

'_He saved my life.' _she said in her mind.

Gray turned back with a smile on his face. "You good? You starting to cool down a bit?"

Juvia did not answer. She stared longingly at Gray, tears beginning to leak from her dark blue eyes. Suddenly, she had to close her eyes as a bright, warm light struck her face. As her vision adjusted, she looked up in shock.

The rain clouds that always followed her, they were retreating. In its place were a beautiful blue sky and the yellow sun beaming brightly.

"The rain?" she gasped. "It stopped?"

"Hey look," Gray said, "the sun is coming out."

"The blue sky, I've never…seen it before." She mumbled with wide eyes.

Gray looked back with a cocked brow. "Seriously? Uh…well there you go. It's pretty don't yah think?"

Juvia was silent for a moment as she admired the blue sky. "It is…truly beautiful." She replied in genuine honesty.

"So," Gray looked back at her with a toothy grin, "you wanna go at it?"

He was obviously referring to another fight, but Juvia thought he meant something entirely different. In response, she howled girlishly with hearts in her eyes. She then passed out, a happy smile on her pale face.

"Hey!" Gray shouted in worry. "Is something wrong? Talk to me, Juvia! You alright!?"

…

Meanwhile, down in the Fairy Tail courtyard, Erza had Re-Quipped into her normal Heart Kreuz armor. The number of phantom soldiers attacking the Guild was growing smaller so she didn't need to summon any of her armored suits. As she and the others engaged the small groups of phantoms, they began to notice that the Giant was drawing the magic circle very slowly now.

'_I'm confused. That thing should've casted the spell by now.' _Erza thought. _'Why is it taking so long?' _

"That thing still hasn't casted the spell." Wakaba voiced.

"This stress is bad for my heart." Macao commented. "We have got to put an end to this."

"Hey, doesn't it seem like the Giant is being turtle-ish right now?" asked Laki.

"Huh?" Wakaba said, looking back at her in confusion, "say what about turtles?"

"She's trying to say the Giant's moving slowly." Macao explained. He then glanced back and Laki and said, "Try thinking before you speak Laki."

"It made perfect sense to me! You guys are just dense!" She countered.

Erza slashed through the last phantom trooper in the courtyard. She walked toward the group and explained, "Natsu, Ben, and the others are in there doing their best to stop that thing, and now…we're going to lend them a hand."

The Queen of the Fairies turned her attention to another wave of phantoms swarming toward them.

"The last thing they need is these things distracting them! We must wipe them out!" She exclaimed.

"It's time to take care of business, kids!" Macao added. "Now let's do this!"

At that, the group of wizards charged forward at the next phantom wave.

…

"GRAY!" Elfman and Mirajane shouted.

Gray turned his attention away from a passed out Juvia to the duo.

"What's Mirajane doing here?" he wondered.

Unbeknown to Gray, Mirajane had transformed her body to match Lucy's and came forward to Phantom, trying to give herself up in hopes of buying more time. However, Master Jose easily saw through her disguise. For punishment, he entrapped her in-between the large fingers of the Giant, threatening to crush her.

Erza was too late to stop him, and when she attempted to rescue Mira, she was overwhelmed by a multitude of phantoms that drove her back to the courtyard. Thankfully, Elfman had come to the rescue. Remarkably, thanks to the mocking of Sol, a member of the Element 4 and Mirajane's crying, Elfman became so angry he finally succeeded in a full body Take-Over.

He easily defeated Sol and was able to save Mirajane. In addition, he had gained control in performing a full body Take-Over.

As the brother and sister ran up to Gray, the former said, "I see you defeated a member of the Element 4." He paused when he noticed the look on Juvia's face. "Why does she have that creepy grin on her face?"

Gray thought about it for a moment. Though he was dense when it came to romance, he overheard most of what Juvia had articulated during their battle. The ice mage knew that this rain woman had somehow developed an attraction toward him. However, there was no way in hell that Gray was going to let anyone know that.

He shrugged and replied, "I don't know. Must be having a good dream or something,"

"There's only one left." Mirajane said, snapping them both back to the situation. "If we can stop them, I think that'll stop the Abyss Break."

"Mira just figured it out." Elfman explained. "The energy of the Element 4's is powering the Giant."

"We can do this, right guys?" Mira said.

They both nodded in agreement.

"So," Gray rubbed his chin in contemplation, "we defeated three. So that means there's only one left. Natsu and Ben are still searching this building. One of them has to run into that last guy."

"Yeah, question is which one?" Elfman inquired.

…

Ben was sprinting down a long corridor with a high ceiling and giant, stone carved demons sitting on Roman-like pillars. He had split up with Natsu, Gray, and Elfman to cover more ground in hopes of finding the Abyss Break's power source. Along the way, Ben had felt the building shake a few times and heard faint monstrous roars echo through the stone walls.

However, to the Omnitrix wearer, they weren't just any normal roar, they sounded like Elfman's but with more ferocity. What did that mean? Does that mean something happened to Elfman? Ben didn't know, and though he was concerned, time was of the essence. He has to put faith in his friends.

The teen had been running down the hall for several minutes, coming up against zero Phantom opposition.

'_Why don't they have any guards or something patrolling the halls?'_ Ben wondered. _'Do they want intruders to be able to break in easy? Eh, whatever. Makes things easier for me.' _

Ben ran through the end of the corridor and into a large room that had a red carpet stretching down the center of the room and up a grand staircase at the other end. Running along the carpet were brown pillars with light lacrimas on top.

Ben stopped and observed his surroundings. "Hmm," he tapped his chin in thought, "maybe the power source is up those stairs?"

Suddenly, within a blink of an eye, Ben yelped in surprise as he was lifted off the ground by a powerful gust of wind. He landed on his back with a grunt, trying to comprehend what happened.

"How sad," a voice commented.

The jacket-wearing hero lifted his head up to see a swirling twister of air a few meters in front of him. The twister vanished and in its place was a big man wearing a long green coat, a yellow shirt, loose paints, and a green top hat.

"I have seen your power, quite impressive; nonetheless, no matter what form you take, I shall blow you away with my might." The man stated.

Ben got up from the floor and placed his hand over the Omnitrix. "Let me guess, you're one of the Element 4."

The man lifted up his head, and Ben was kind of taken back to see that his eyes were covered by a blindfold. However, what really confused the teen hero was that rivers of tears were streaming down his face.

"Indeed. My name is Aria," he replied, "I am the strongest of the Element 4. I've come in hopes of slaying a monster-man."

'_Monster-man?'_ Ben blinked.

"I don't care what you came here to do. All I know is that I have to destroy that Abyss spell's power source, and if I have to take you down to get to it…then so be it." Ben declared boldly.

He activated the Omnitrix and tapped the first icon in the holo-wheel. When the faceplate slide back, he shouted, "It's Hero time!" He then slammed down the dial, his body consumed in emerald light.

…

**A/N: Cliffhanger! Yeah, I know some of you are probably really steamed about that. Anyways, I hope you enjoyed the chapter. I'm sure you guys have a few concerns. Why didn't Way Big's cosmic ray easily destroy the Jupiter Cannon? How come I didn't send Ben to help Natsu with Totomaru? Or why I made Gray realize that Juvia had fallen in love with him? Will Natsu and Gajeel have their rematch? And, more importantly, will Ben fight Jose? **

**Well, for starters, the Jupiter Cannon is a very powerful beam, and in my opinion, certainly capable of matching Way Big's. Listen, I really don't want to get into a debate on how strong Way Big is so you'll just have to deal with it if you have a problem. If Ben had destroyed the Jupiter Cannon from the start, it would've been just plain anti-climactic. **

**Second, why didn't I put Ben in Natsu's fight with Totomaru? Well, if Ben had been in that fight, he and Natsu could've quickly overwhelmed Totomaru and taken him down easily. Besides, that was Natsu's fight and I don't want Ben taking the spotlight away from everyone; after all, he did just stop the Jupiter Cannon so that Erza wouldn't get hurt. **

**Third, there's a reason why I made Gray realize Juvia loves him. For one, she makes it so freaking obvious that even a dimwit should figure it out. Also, I plan on them getting together way later down the road. **

**As for Natsu versus Gajeel Part 2, yes! Of course they're going to fight! **

**Lastly, after his fight with Aria, Ben will fight Jose. You can count on it! Not just him, but he and Erza both. Between the Omnitrix bearer and Titania, those two will have Jose on the ropes. Not that it will be a one-sided battle because trust me, it won't! **

**Well, I certainly hope you enjoyed. As always, please leave any comments and critique in the review box. Until next time. **


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